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 a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Hongqiao Group Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

Hong Kong Exchange 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.

China Hongqiao Group Limited

中 國 宏 橋 集 團 有 限 公 司

(incorporated under the laws of Cayman Islands with limited liability)

(Stock code: 1378)

PROPOSED DECLARATION OF FINAL DIVIDEND,

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS,

PROPOSED GRANTING OF GENERAL MANDATES

TO REPURCHASE AND ISSUE SHARES

AND

NOTICE OF THE ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of the Company to be held at the Conference Hall on 8th Floor, Company Office Building, No. 12 Wei Fang Road, Zouping Economic Development District, Zouping City, Shandong Province, the People's Republic of China on Friday, 22 May 2020 at 9:00 a.m. is set out on pages 24 to 28 of this circular. A form of proxy for use at the Annual General Meeting is enclosed herewith. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.hongqiaochina.com), respectively.

Whether or not you are able to attend the Annual General Meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor Hopewell Centre 183 Queen's Road East Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time fixed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting if they so wish.

20 April 2020

CONTENTS

Page

Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ii

Definitions . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Letter from the Board

1.

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

2.

Proposed Declaration of Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

3.

Proposed Re-election of the Retiring Directors . . . . . . . . . . . . . . . . . . . . . .

4

4.

Proposed Granting of the Repurchase and Issue Mandates . . . . . . . . . . . . . .

5

5.

Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . .

6

6.

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

7.

Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

8.

General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8

Appendix I

- Details of the Retiring Directors Proposed to be

Re-elected at the Annual General Meeting . . . . . . . . . . . . . . .

9

Appendix II

- Explanatory Statement on the Repurchase Mandate . . . . . . . . .

20

Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24

- i -

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement contained herein misleading.

- ii -

DEFINITIONS

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

"Annual General Meeting"

an annual general meeting of the Company to be held

at the Conference Hall on 8th Floor, Company Office

Building, No. 12, Wei Fang Road, Zouping Economic

Development District, Zouping City, Shandong

Province, the People's Republic of China on Friday, 22

May 2020 at 9:00 a.m., to consider and, if appropriate,

to approve the resolutions contained in the notice of

the Annual General Meeting which is set out on pages

24 to 28 of this circular, or any adjournment thereof

"Articles of Association"

the articles of association of the Company, as amended

from time to time

"Board"

the board of Directors

"Company"

China Hongqiao Group Limited, a company

incorporated in the Cayman Islands with limited

liability, the issued shares of which are listed on the

main board of the Stock Exchange

"Director(s)"

the director(s) of the Company

"Group"

the Company and its subsidiaries

"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"

as defined in paragraph 4(b) of the letter from the

Board in this circular

"Latest Practicable Date"

8 April 2020, being the latest practicable date prior to

the printing of this circular for ascertaining certain

information in this circular

"Listing Date"

24 March 2011, the date on which trading in Shares

commenced on the Stock Exchange

"Listing Rules"

the Rules Governing the Listing of Securities on the

Stock Exchange

"Nomination Committee"

the nomination committee under the Board

- 1 -

DEFINITIONS

"Repurchase Mandate"

as defined in paragraph 4(a) of the letter from the

Board in this circular

"SFO"

the Securities and Futures Ordinance, Chapter 571 of

the Laws of Hong Kong

"Share(s)"

the ordinary share(s) of US$0.01 each in the share

capital of the Company

"Shareholder(s)"

the holder(s) of Share(s)

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Takeovers Code"

the Codes on Takeovers and Mergers issued by the

Securities and Futures Commission in Hong Kong

"%"

per cent

- 2 -

LETTER FROM THE BOARD

China Hongqiao Group Limited

中 國 宏 橋 集 團 有 限 公 司

(incorporated under the laws of Cayman Islands with limited liability)

(Stock code: 1378)

Executive Directors:

Registered Office:

Mr. Zhang Bo (Chairman, Chief Executive Officer,

P.O. Box 31119

Authorised representative)

Grand Pavilion,

Ms. Zheng Shuliang (Vice Chairman)

Hibiscus Way

Ms. Zhang Ruilian (Vice President, Chief Financial Officer)

802 West Bay Road

Grand Cayman KY1-1205

Non-executive Directors:

Cayman Islands

Mr. Yang Congsen

Mr. Zhang Jinglei

Principal Place of Business

Mr. Chen Yisong (Mr. Zhang Hao as his alternate)

in Hong Kong:

Suite 5108

Independent non-executive Directors:

The Center

Mr. Xing Jian

99th Queen's Road Central

Mr. Han Benwen

Central

Mr. Dong Xinyi

Hong Kong

20 April 2020

To the Shareholders

Dear Sir/Madam,

PROPOSED DECLARATION OF FINAL DIVIDEND,

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS,

PROPOSED GRANTING OF GENERAL MANDATES

TO REPURCHASE AND ISSUE SHARES

AND

NOTICE OF THE ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the Annual General Meeting and to notify you of the Annual General Meeting for the proposed (i) declaration of final dividend; (ii) re-election of the retiring Directors; and (iii) granting of the Repurchase Mandate and the Issue Mandate to the Directors, and the extension of the Issue Mandate by an amount representing the total number of the Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.

- 3 -

LETTER FROM THE BOARD

2. PROPOSED DECLARATION OF FINAL DIVIDEND

According to the announcement of annual results of the Company for the year ended 31 December 2019 dated 20 March 2020, it was proposed by the Board for the payment of a final dividend for the year ended 31 December 2019 of HK$34.0 cents per Share on Friday, 26 June 2020 to the Shareholders whose names appear on the register of members of the Company on Friday, 12 June 2020, subject to the approval of the Shareholders in the forthcoming Annual General Meeting.

3. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

Pursuant to Article 83(3) of the Articles of Association, the Board shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of Shareholders after his appointment and be subject to re-election at such meeting and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.

Pursuant to Article 84(1) of the Articles of Association, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years.

Nine Directors, namely Mr. Zhang Bo, Ms. Zheng Shuliang, Ms. Zhang Ruilian, Mr. Yang Congsen, Mr. Zhang Jinglei, Mr. Chen Yisong (Mr. Zhang Hao as his alternate), Mr. Xing Jian, Mr. Han Benwen and Mr. Dong Xinyi, being eligible, will offer themselves for re-election at the Annual General Meeting.

According to code provision A.4.3 of the Corporate Governance Code as set out in Appendix 14 of the Listing Rules, if an independent non-executive director serves more than 9 years, his further appointment should be subject to a separate resolution to be approved by shareholders. Each of Mr. Xing Jian and Mr. Han Benwen has been appointed as an independent non-executive Director for more than nine years. The Company has received from each of Mr. Xing Jian and Mr. Han Benwen a confirmation of independence according to Rule 3.13 of the Listing Rules. Each of Mr. Xing Jian and Mr. Han Benwen has not engaged in any executive management of the Group. Taking into consideration of their independent scope of work in the past years, the Board considers Mr. Xing Jian and Mr. Han Benwen to be independent under the Listing Rules despite the fact that they have served the Company for more than nine years. The Board has benefited greatly from the presence of Mr. Xing Jian and Mr. Han Benwen who have contributed valuable insight into the Group over time and the Board believes that Mr. Xing Jian and Mr. Han Benwen's continued tenure will bring considerable stability to the Board. Separate resolutions will be proposed for their respective re-election at the Annual General Meeting.

- 4 -

LETTER FROM THE BOARD

The nomination of each of Mr. Xing Jian, Mr. Han Benwen and Mr. Dong Xinyi for re-election as an independent non-executive Director has been considered and approved by the Nomination Committee and the Board. In approving such nominations, the Nomination Committee has considered the past performance of Mr. Xing Jian, Mr. Han Benwen and Mr. Dong Xinyi, the independence confirmation they have furnished to the Company pursuant to Rule 3.13 of the Listing Rules and their skills, knowledge and experience. Each of Mr. Xing Jian, Mr. Han Benwen and Mr. Dong Xinyi is familiar with the Company's business and has proved their ability to provide independent, fair and objective opinions on the affairs of the Company. The Nomination Committee is of the view that Mr. Xing Jian, Mr. Han Benwen and Mr. Dong Xinyi will continue to bring to the Board their own perspective, skills and experience, as described in their biographical details in Appendix I to this circular. Based on the board diversity policy adopted by the Company, the Nomination Committee considers that Mr. Xing Jian, Mr. Han Benwen and Mr. Dong Xinyi can contribute to the diversity of the Board in various aspects, including culture, knowledge, educational background, experience and skills. In particular, for Mr. Xing Jian, the Nomination Committee has considered his professional skills in the management and auditing, for Mr. Han Benwen, the Nomination Committee has considered his professional experience in the auditing and accounting industry, and for Mr. Dong Xinyi, the Nomination Committee has considered his professional knowledge in legal affairs. None of them holds seven or more listed company directorship, thus they can give sufficient time and attention to the Company's affairs.

Based on the above, the Board considers each of Mr. Xing Jian, Mr. Han Benwen and Mr. Dong Xinyi to be independent under the Listing Rules, and with the recommendation of the Nomination Committee, has nominated each of Mr. Xing Jian, Mr. Han Benwen and Mr. Dong Xinyi for re-election as an independent non-executive Director at the Annual General Meeting.

Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director(s) proposed to be re-elected or proposed new director(s) in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders' approval at that relevant general meeting. The requisite details of the retiring Directors who are eligible and will offer themselves for re-election are set out in Appendix I to this circular.

4. PROPOSED GRANTING OF THE REPURCHASE AND ISSUE MANDATES

The general mandates previously granted to the Directors to repurchase and issue Shares by written resolutions of the Shareholders passed on 22 May 2019 will expire at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to repurchase and issue Shares if and when appropriate, the following ordinary resolutions will be proposed at the Annual General Meeting to approve the granting of new general mandates to the Directors:

  1. to repurchase Shares on the Stock Exchange not exceeding 10% of the total nominal amount of the Company's issued share capital as at the date of passing of such resolution (i.e. an aggregate nominal amount of Shares not exceeding

- 5 -

LETTER FROM THE BOARD

US$8,570,852 (equivalent to 857,085,200 Shares) on the basis that issued share capital of the Company remains unchanged as at the date of the Annual General Meeting) (the "Repurchase Mandate");

  1. to allot, issue or deal with Shares not exceeding 20% of the total nominal amount of the Company's issued share capital as at the date of passing of such resolution (i.e. an aggregate nominal amount of Shares not exceeding US$17,141,704 (equivalent to 1,714,170,400 Shares) on the basis that the issued share capital of the Company remains unchanged as at the date of the Annual General Meeting) (the "Issue Mandate"); and
  2. to extend the Issue Mandate by an amount representing the total number of the Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.

The Repurchase Mandate and the Issue Mandate will continue in force until the conclusion of the next annual general meeting of the Company to be held after the Annual General Meeting or any earlier date as referred to in the proposed ordinary resolutions contained in items 5 and 6 of the notice of the Annual General Meeting as set out on pages 24 to 28 of this circular. With reference to the Repurchase Mandate and the Issue Mandate, the Directors wish to state that they have no immediate plan to repurchase any Shares or issue any new Shares pursuant thereto.

In accordance with the requirements of the Listing Rules, the Company shall send to Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate. The explanatory statement as required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix II to this circular.

5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 24 to 28 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, among others, the declaration of final dividend, the re-election of the retiring Directors, the granting of the Repurchase Mandate and the Issue Mandate as well as the extension of the Issue Mandate by an amount representing the total number of the Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.

Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the Annual General Meeting. An announcement on the poll vote results will be made by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.hongqiaochina.com) respectively. Whether or not you are able to attend the Annual General Meeting, please complete and sign the form of

- 6 -

LETTER FROM THE BOARD

proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority, to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor Hopewell Centre, 183 Queen's Road East Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish and in such event, the form of proxy shall be deemed to be revoked.

6. RECOMMENDATION

The Directors consider that the proposed declaration of final dividend, the proposed re-election of the retiring Directors, and the proposed granting of the Issue Mandate, the Repurchase Mandate and the extension of the Issue Mandate are in the interests of the Company, the Group and the Shareholders.

The Directors believe that the exercise of the Issue Mandate will enable the Company to take advantage of market conditions to raise additional capital for the Company.

The Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchases of Shares will benefit the Company and the Shareholders.

The exercise of the Repurchase Mandate in full could have a material adverse impact on the working capital and gearing position of the Company compared with that as at 31 December 2019, being the date of its latest audited consolidated financial statements. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.

Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

7. CLOSURE OF REGISTER OF MEMBERS

The share register of the Company will be closed from Monday, 18 May 2020 to Friday, 22 May 2020 (both days inclusive), during which no transfer of shares will be effected. Shareholders whose names appear on the register of members of the Company on Monday, 18 May 2020 are entitled to attend and vote at the Annual General Meeting. In order to be entitled to attend the forthcoming Annual General Meeting and vote at the meeting, all completed share transfer forms accompanying with the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, not later than 4:30 p.m. on Friday, 15 May 2020. The address of Computershare Hong Kong Investor Services Limited is Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.

- 7 -

LETTER FROM THE BOARD

The share register of the Company will be closed from Monday, 8 June 2020 to Friday, 12 June 2020 (both days inclusive), during which no transfer of shares will be effected. Shareholders whose names appear on the register of members of the Company on Friday, 12 June 2020 are entitled to the proposed final dividend. In order to qualify for the proposed final dividend, all completed share transfer forms accompanying with the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, not later than 4:30 p.m. on Friday, 5 June 2020. The address of Computershare Hong Kong Investor Services Limited is Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.

8. GENERAL INFORMATION

Your attention is drawn to the additional information set out in Appendix I (Details of the Retiring Directors Proposed to be Re-elected at the Annual General Meeting) and Appendix II (Explanatory Statement on the Repurchase Mandate) to this circular.

Yours faithfully,

By Order of the Board

Zhang Bo

Chairman

- 8 -

APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Pursuant to the Listing Rules, the details of the retiring Directors, who will offer themselves for re-election at the Annual General Meeting, are provided below.

  1. Mr. Zhang Bo

Mr. Zhang Bo (張波), aged 50, was appointed an executive Director and chief executive officer of the Company on 16 January 2011. He was elected as the chairman of the Board and a member of each of the remuneration committee and nomination committee of the Company on 31 May 2019. He graduated from Shandong Broadcast and Television University (山東廣播電視大學) majoring in financial accounting and obtained a bachelor's degree in economics in August 1996. He also obtained a master degree in software engineering in Wuhan University(武漢大學)in June 2005. He is responsible for the overall strategic planning and operation of the Group. He joined the Group in 2006 and has thirteen years of experience in aluminum industry. He had been the deputy general manager of Shandong Weiqiao Chuangye Group Company Limited (山東魏橋創業集團有限公司, "Chuangye Group" from April 1998 to February 1999, and successively served as the general manager, executive director, chairman of Weiqiao Textile Company Limited(魏橋紡 織股份有限公司, "Weiqiao Textile", a company listed on the Stock Exchange, stock code: 2698.HK (including its predecessor) from March 1999 to September 2006, a director of Weihai Weiqiao Textile Company Limited(威海魏橋紡織有限公司) from July 2001 to May 2010 and the chairman and general manager of Binzhou Weiqiao Technology Industrial Park Company Limited (濱州魏橋科技工業園有限公司) from November 2001 to May 2010. Currently, he is the chairman and the general manager of Shandong Weiqiao Alumina & Power Co., Ltd.(山東魏橋鋁電有限公司, "Weiqiao Aluminum & Power"(since November 2006), a director and the general manager (since January 2010) and the chairman (since June 2019) of Shandong Hongqiao New Materials Co., Ltd (山東宏橋新型材料有限公司, "Shandong Hongqiao", a director of Hongqiao International Trading Limited(宏橋國際貿易 有限公司, "Hongqiao Trading" (since April 2012), a director of Hongqiao Investment (Hong Kong) Limited (since January 2015), the chairman of Chuangye Group (since September 2018), a director of China Hongqiao Investment Limited(中國宏橋投資有限公司) since May 2019 and a director and the general manager of Shandong Hongtuo Industrial Company Limited(山東宏拓實業有限公司)(since June 2019). He has been the chairman of Binzhou Aluminum Industry Association since June 2014, a deputy to the vice president of China Non-ferrous Metals Industry Association since March 2015, a vice chairman of the International Aluminium Institute since November 2016, the chairman of Shandong Aluminium Industry Association since March 2019 and the chairman of Binzhou Entrepreneurs Association since January 2020. He was selected by the State Council as "National Model Worker" in 2010. He is a representative of the twelfth Shandong Provincial People's Congress. Ms. Zheng Shuliang is his mother and Mr. Yang Congsen is his brother-in-law.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Zhang Bo held 8,870,000 Shares, representing 0.10% of the issued share capital of the Company.

- 9 -

APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Save as disclosed above, Mr. Zhang Bo was not interested or deemed to be interested in any other shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director's emolument

As set out in the service contract entered into by Mr. Zhang Bo and the Company, the fixed portion of the annual salary of Mr. Zhang Bo shall be RMB800,000 (subject to adjustment made by the remuneration committee and the general meeting of the Company). The Company may provide Mr. Zhang Bo with other benefits which it may determine from time to time. The emolument of Mr. Zhang Bo has been determined in accordance with the Articles of Association and the remuneration policy of the Company.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

Save as disclosed above and as at the Latest Practicable Date, Mr. Zhang Bo has not held any directorships in listed public companies in the last three years, does not have any other relationship with any other Director, senior management, substantial or controlling Shareholder (as defined under the Listing Rules) of the Company and has no information to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Zhang Bo that need to be brought to the attention of the Shareholders.

  1. Ms. Zheng Shuliang

Ms. Zheng Shuliang(鄭淑良), aged 73, was appointed as the vice chairman and an executive Director of the Company on 16 January 2011. She joined the Group in July 2009. She successively held the positions of the section chief, director of metering division of raw materials purchase department and deputy director of raw materials supply department of Chuangye Group (including its predecessor) from November 1996 to June 1999, the director of metering department of Chuangye Group from June 1999 to June 2001. She has been a director and the vice chairman of Shandong Hongqiao since January 2010 and a director of Weiqiao Alumina & Power since November 2011. She is the mother of Mr. Zhang Bo and the mother-in-law of Mr. Yang Congsen.

Interests in shares

As far as the Directors are aware, as at the Latest Practicable Date, Ms. Zheng Shuliang was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

- 10 -

APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Director's emolument

As set out in the service contract entered into by Ms. Zheng Shuliang and the Company, the fixed portion of the annual salary of Ms. Zheng Shuliang shall be RMB500,000 (subject to adjustment made by the remuneration committee and the general meeting of the Company). The Company may provide Ms. Zheng Shuliang with other benefits which it may determine from time to time. The emolument of Ms. Zheng Shuliang has been determined in accordance with the Articles of Association and the remuneration policy of the Company.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

Save as disclosed above and as at the Latest Practicable Date, Ms. Zheng Shuliang has not held any directorships in listed public companies in the last three years, does not have any other relationship with any other Director, senior management, substantial or controlling shareholder (as defined under the Listing Rules) of the Company and has no information to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there are no other matters concerning Ms. Zheng Shuliang that need to be brought to the attention of the Shareholders.

  1. Ms. Zhang Ruilian

Ms. Zhang Ruilian(張瑞蓮), aged 42, was appointed as an executive Director on 11 December 2017. She graduated from Shandong Economic Management School of Light Industry(山東省輕工業經濟管理學校) and obtained the diploma in accounting in July 1996. She obtained the bachelor's degree in accounting from Beijing Foreign Studies University (北京外國語大學) in July 2019. She joined the Group in June 2006 and has over nineteen years of experience in accounting. She is responsible for the supervision of the Group's finance and accounting affairs. She served as the manager of audit department of Chuangye Group from December 2005 to June 2006. She has been the head of financial department of Weiqiao Aluminum & Power since June 2006 and a director of Weiqiao Alumina & Power since December 2014. She has served as the manager of financial department of Shandong Hongqiao since February 2010, a director and the deputy general manager of Shandong Hongqiao since December 2014 and a director of Hongqiao Trading since April 2012. She is currently the vice president (since January 2011) and the chief financial officer (since

September 2014) of the Company.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Ms. Zhang Ruilian was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

- 11 -

APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Director's emolument

As set out in the service contract entered into by Ms. Zhang Ruilian and the Company, the fixed portion of the annual salary of Ms. Zhang Ruilian shall be RMB500,000 (subject to adjustment made by the remuneration committee and the general meeting of the Company). The Company may provide Ms. Zhang Ruilian with other benefits which it may determine from time to time. The emolument of Ms. Zhang Ruilian has been determined in accordance with the Articles of Association and the remuneration policy of the Company.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

Save as disclosed above and as at the Latest Practicable Date, Ms. Zhang Ruilian has not held any directorships in listed public companies in the last three years, does not have any relationship with any Director, senior management, substantial or controlling shareholder (as defined under the Listing Rules) of the Company and has no information to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there are no other matters concerning Ms. Zhang Ruilian that need to be brought to the attention of the Shareholders.

  1. Mr. Yang Congsen

Mr. Yang Congsen(楊叢森), aged 50, was appointed as a non-executive Director on 16 January 2011. He graduated from Ocean University of Qingdao(青島海洋大學)and obtained a junior college diploma in international trade in July 1998. He obtained a master's degree of business administration from Dalian University of Technology (大連理工大學) in July 2006. He joined the Group in January 2007 and has over nineteen years of management experiences. He was responsible for the production and operation of the self-owned power plants of the Group and was also the deputy general manager of Weiqiao Aluminum & Power prior to the listing of the Company in 2011. He held the positions of the network administrator of human resources division of Chuangye Group (including its predecessor) from October 1997 to December 1999, head of thermal power plant of Chuangye Group from December 1999 to October 2003 and deputy general manager of Chuangye Group from January 2005 to June 2006. He is currently a director of Chuangye Group, a director of Shandong Hongqiao (since January 2010) and a director of Weiqiao Aluminum & Power (since December 2006). He is the son-in-law of Ms. Zheng Shuliang and the brother-in-law of Mr. Zhang Bo.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Yang Congsen was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

- 12 -

APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Director's emolument

As set out in the service contract entered into by Mr. Yang Congsen and the Company, the fixed portion of the annual salary of Mr. Yang Congsen shall be RMB600,000 (subject to adjustment made by the remuneration committee and the general meeting of the Company). The Company may provide Mr. Yang Congsen with other benefits which it may determine from time to time. The emolument of Mr. Yang Congsen has been determined in accordance with the Articles of Association and the remuneration policy of the Company.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

Save as disclosed above and as at the Latest Practicable Date, Mr. Yang Congsen has not held any directorships in listed public companies in the last three years, does not have any other relationship with any other Director, senior management, substantial or controlling shareholder (as defined under the Listing Rules) of the Company and has no information to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Yang Congsen that need to be brought to the attention of the Shareholders.

  1. Mr. Zhang Jinglei

Mr. Zhang Jinglei(張敬雷), aged 43, was appointed as a non-executive Director on 16 January 2011. He graduated from Xi'an Engineering College(西安工程學院) and obtained the junior college diploma in proximate analysis in July 1997. He joined the Group in January 2011. He joined Weiqiao Textile (a company listed on the Stock Exchange, stock code: 2698.HK) (including its predecessor) in October 1997, and worked in the sales department of Weiqiao Textile (including its predecessor) from September 1998 to September 2000, and has successively worked at the securities office, production technology section and the capital markets department of Weiqiao Textile since October 2000. He is currently an executive director (since June 2010) and the company secretary (since May 2010) of Weiqiao Textile and a director of Chuangye Group (since September 2018).

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Zhang Jinglei was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director's emolument

As set out in the service contract entered into by Mr. Zhang Jinglei and the Company, the fixed portion of the annual salary of Mr. Zhang Jinglei shall be RMB300,000 (subject to adjustment made by the remuneration committee and the general meeting of the Company). The Company may provide Mr. Zhang Jinglei with

- 13 -

APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

other benefits which it may determine from time to time. The emolument of Mr. Zhang Jinglei has been determined in accordance with the Articles of Association and the remuneration policy of the Company.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

Save as disclosed above and as at the Latest Practicable Date, Mr. Zhang Jinglei has not held any other directorships in listed public companies in the last three years, does not have any relationship with any Director, senior management, substantial or controlling shareholder (as defined under the Listing Rules) of the Company and has no information to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Zhang Jinglei that need to be brought to the attention of the Shareholders.

  1. Mr. Chen Yisong (Mr. Zhang Hao as his alternate)

Mr. Chen Yisong(陳一松), aged 51, was appointed as a non-executive Director on 31 August 2018. He graduated from University of Science and Technology Beijing(北京科技大 學)in Beijing, the PRC, majoring in computer science and its application in July 1990, and from Hunan University(湖南大學)in Changsha, Hunan Province, the PRC with a master of economics degree majoring in finance in December 2001. He served as the deputy section chief and the section chief of the treasury department of China CITIC Industrial Bank(中信 實業銀行, currently known as China CITIC Bank Corporation Limited(中信銀行股份有限公司, a company listed on the Stock Exchange and the Shanghai Stock Exchange, stock code: 998.HK and 601998.SH))successively from March 1992 to January 1999. He served as the deputy head and the head of president office of CITIC Securities Co., Ltd.(中信證券股份有限 公司, a company listed on the Shanghai Stock Exchange, stock code: 600030.SH, successively from January 1999 to January 2004. From September 2004 to May 2006, he served as the deputy head of president office of China Construction Bank Corporation(中國 建設銀行股份有限公司, a company listed on the Stock Exchange and the Shanghai Stock Exchange, stock code: 939.HK and 601939.SH. He also served as the deputy general manager, the general manager and the deputy chairman of the board of directors of CITIC Trust Co., Ltd. (中信信託有限責任公司) ("CITIC Trust") successively from May 2006 to June 2014. He had also served as a non-executive Director from 11 December 2017 to 2 February 2018 and a strategy and development consultant of the Company from 2 February 2018 to 31 August 2018. Since June 2014, he has been the chairman of the board of directors and the secretary of the Communist Party Committee of CITIC Trust. He has also been an executive director of CTI Capital Management Limited(中信信惠國際資本有限公司, "CTICM"since October 2014.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Chen Yisong was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

- 14 -

APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Director's emolument

As set out in the service contract entered into by Mr. Chen Yisong and the Company, the fixed portion of the annual salary of Mr. Chen Yisong shall be RMB300,000 (subject to adjustment made by the remuneration committee and the general meeting of the Company). The Company may provide Mr. Chen Yisong with other benefits which it may determine from time to time. The emolument of Mr. Chen Yisong has been determined in accordance with the Articles of Association and the remuneration policy of the Company.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

Save as disclosed above and as at the Latest Practicable Date, Mr. Chen Yisong has not held any other directorships in listed public companies in the last three years, does not have any relationship with any Director, senior management, substantial or controlling shareholder (as defined under the Listing Rules) of the Company and has no information to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Chen Yisong that need to be brought to the attention of the Shareholders.

Mr. Zhang Hao(張浩), aged 46, was appointed as an alternate Director of Mr. Chen Yisong on 31 August 2018. He graduated from University of International Business and Economics(對外經濟貿易大學, formerly known as China Institute of Finance(中國金融學院)) in Beijing, the PRC with a bachelor of economics degree majoring in international finance in July 1996. He served as a foreign exchange trader and the deputy manager of the treasury department of China CITIC Industrial Bank(中信實業銀行, currently known as China CITIC Bank Corporation Limited(中信銀行股份有限公司, a company listed on the Stock Exchange and the Shanghai Stock Exchange, stock code: 998.HK and 601998.SH))successively from August 1996 to June 2003. He served as a director of the financial market department of Calyon Hong Kong Limited from July 2003 to June 2005, and an executive director of financial market department of Bear Stearns Asia Limited from July 2005 to June 2008. He also served as the managing director of financial market department of Standard Chartered Bank (HK) Ltd. from July 2008 to July 2014. From 11 December 2017 to 2 February 2018, he served as an alternate Director to Mr. Chen Yisong, a non-executive Director. Since August 2014, he has served as the chief executive officer and the executive director of CTICM and also served in CTI Capital Hong Kong Limited(中信信惠國際資本(香港)有限公司

  • being a wholly-owned subsidiary of CTICM and holding licenses issued by the Securities and Futures Commission of Hong Kong to carry out regulated activities as the chief executive officer, executive director, the responsible officer for type 1 (dealing in securities) and type 4 (advising on securities) regulated activities and the licensed representative for type 9 (asset management) regulated activities. He concurrently serves as the director of international business of CITIC Trust.

- 15 -

APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Zhang Hao was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director's emolument

There is no service contract or letter of appointment between the Company and Mr. Zhang Hao with respect to his appointment as an alternate Director to Mr. Chen Yisong. Mr. Zhang Hao will cease to be an alternate Director to Mr. Chen Yisong if Mr. Chen Yisong ceases to be a Director. Mr. Zhang Hao shall not be entitled to receive any remuneration from the Company in respect of his appointment as an alternate Director to Mr. Chen Yisong.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

Save as disclosed above and as at the Latest Practicable Date, Mr. Zhang Hao has not held any other directorships in listed public companies in the last three years, does not have any relationship with any Director, senior management, substantial or controlling shareholder (as defined under the Listing Rules) of the Company and has no information to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Zhang Hao that need to be brought to the attention of the Shareholders.

  1. Mr. Xing Jian

Mr. Xing Jian(邢建), aged 70, was appointed as an independent non-executive Director on 16 January 2011. He graduated from Correspondence Institute of the Party School of the Central Committee of C.P.C.(中共中央黨校函授學院) and obtained a university diploma in economics and management in December 1995. He held the positions of deputy secretary and secretary of Weiqiao Town of Zouping County from August 1982 to October 1985, deputy mayor of Zouping County from October 1985 to February 1987, deputy secretary and county mayor of Gaoqing County from February 1987 to January 1994, director and party secretary of Audit Bureau of Zibo City of Shandong Province from July 1994 to March 1999, deputy commissioner and party secretary of Special Commissioner Office of National Auditing Administration in Jinan from April 1999 to January 2001, deputy director of Head Office Service Bureau of National Auditing Administration from January 2001 to May 2002, director of Building Materials Auditing Bureau of National Auditing Administration from May 2002 to August 2008 and auditor of Social Insurance Auditing Bureau of National Auditing Administration from August 2008 to June 2009.

- 16 -

APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Xing Jian was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director's emolument

As set out in the service contract entered into by Mr. Xing Jian and the Company, the fixed portion of the annual salary of Mr. Xing Jian shall be RMB200,000 (subject to adjustment made by the remuneration committee and the general meeting of the Company). The Company may provide Mr. Xing Jian with other benefits which it may determine from time to time. The emolument of Mr. Xing Jian has been determined in accordance with the Articles of Association and the remuneration policy of the Company.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

Save as disclosed above and as at the Latest Practicable Date, Mr. Xing Jian has not held any directorships in listed public companies in the last three years, does not have any relationship with any Director, senior management, substantial or controlling shareholder (as defined under the Listing Rules) of the Company and has no information to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Xing Jian that need to be brought to the attention of the Shareholders.

  1. Mr. Han Benwen

Mr. Han Benwen (韓本文), aged 69, was appointed an independent non-executive Director on 16 January 2011. He graduated from Shandong University (山東大學) and obtained a certificate in foreign economy in May 1994. He is a certified public accountant recognized by the Shandong branch of the Chinese Institute of Certified Public Accountants (山東省註冊會計師協會) and is a qualified middle level auditor. He worked in Zouping County Audit Bureau(鄒平縣審計局) as a clerical officer from August 1985 to December 1999 and in Shandong Jianxin Certified Public Accountants Corporation(山東鑒鑫會計師事務 所有限公司)(formerly known as Zouping Jianxin Certified Public Accountants Corporation (鄒平鑒鑫有限責任會計師事務所)) as an accountant from December 1999 to February 2007. He has been working in Zouping Hongrui Accounting & Consulting Services Center(鄒平宏

瑞會計諮詢服務中心)as an accountant since February 2007.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Han Benwen was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

- 17 -

APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Director's emolument

As set out in the service contract entered into by Mr. Han Benwen and the Company, the fixed portion of the annual salary of Mr. Han Benwen shall be RMB200,000 (subject to adjustment made by the remuneration committee and the general meeting of the Company). The Company may provide Mr. Han Benwen with other benefits which it may determine from time to time. The emolument of Mr. Han Benwen has been determined in accordance with the Articles of Association and the remuneration policy of the Company.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

Save as disclosed above and as at the Latest Practicable Date, Mr. Han Benwen has not held any directorships in listed public companies in the last three years, does not have any relationship with any Director, senior management, substantial or controlling shareholder (as defined under the Listing Rules) of the Company and has no information to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Han Benwen that need to be brought to the attention of the Shareholders.

  1. Mr. Dong Xinyi

Mr. Dong Xinyi (董新義), aged 43, was appointed as an independent non-executive Director on 11 December 2017. He graduated from Northwest Institute of Politics and Law (西北政法學院, currently known as Northwest University of Politics and Law(西北政法大學)) in Xi'an, Shanxi Province, the PRC with a bachelor of law degree majoring in international economic law in July 2000; from Korea University in Seoul, Korea with a master of law degree in August 2006 and the degree of doctor of philosophy in law in August 2009, respectively. He served as a clerk at the civil and administrative procuratorial office, the People's Procuratorate of Huangdao District, Qingdao City, Shandong Province from July 2000 to March 2004. He served as the department head of the legal affair department of Sino-Korea Future Urban Development Co., Ltd.(韓中未來城市開發株式會社)in Korea from July 2009 to July 2010. He served as a postdoctoral researcher at Law School of Renmin University of China(中國人民大學)from July 2010 to June 2012. Since July 2012, he has been serving in various positions at Central University of Finance and Economics(中央財經 大學, the "CUFE"), including as a teaching staff and an associate professor. He has concurrently been serving as the deputy head of the Research Center for Internet and Informal Finance Laws of CUFE (中央財大互聯網金融與民間融資法治研究中心) since May 2015 and the head of Research Center for Technology and Finance Law of CUFE(中央財大 科技與金融法律研究中心)since June 2017. He has also been the director of Beijing Institute of Financial Services Law(北京市金融服務法學研究會)since December 2014, an attorney at Beijing King & Capital Law Firm (北京市京都律師事務所) since February 2016 and the director of Institute of Securities Law of China Law Society (中國法學會證券法學研究會) since April 2017. He served as a supervisor of Woori Bank (China) Limited(友利銀行(中國) 有限公司)from September 2013 to January 2020 and has served as an independent director

- 18 -

APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

of Woori Bank (China) Limited(友利銀行(中國)有限公司)since January 2020. He has been

  1. non-executivedirector of Zhonghao Xiangyu Investment Management Co., Ltd.(中皓翔宇 投資管理有限公司) since February 2016, and an independent director of Guangdong Green Precision Components Co., Ltd.(廣東格林精密部件股份有限公司)since September 2016.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Dong Xinyi was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director's emolument

As set out in the service contract entered into by Mr. Dong Xinyi and the Company, the fixed portion of the annual salary of Mr. Dong Xinyi shall be RMB200,000 (subject to adjustment made by the remuneration committee and the general meeting of the Company). The Company may provide Mr. Dong Xinyi with other benefits which it may determine from time to time. The emolument of Mr. Dong Xinyi has been determined in accordance with the Articles of Association and the remuneration policy of the Company.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

Save as disclosed above and as at the Latest Practicable Date, Mr. Dong Xinyi has not held any directorships in listed public companies in the last three years, does not have any relationship with any Director, senior management, substantial or controlling shareholder (as defined under the Listing Rules) of the Company and has no information to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Dong Xinyi that need to be brought to the attention of the Shareholders.

- 19 -

APPENDIX II

EXPLANATORY STATEMENT ON THE

REPURCHASE MANDATE

The following is an explanatory statement required by the Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Repurchase Mandate.

1. REASONS FOR REPURCHASE

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

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 8,570,852,349 Shares.

Subject to the passing of the ordinary resolution set out in item 5 of the notice of the Annual General Meeting in respect of the granting of the Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting i.e. being 8,570,852,349 Shares, the Directors would be authorized under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, an aggregate nominal amount of Shares not exceeding US$8,570,852 (equivalent to 857,085,200 Shares), representing 10% of the aggregate nominal amount of the Shares in issue as at the date of the Annual General Meeting.

3. FUNDING OF REPURCHASES

The Directors propose that the repurchase of Shares under the Repurchase Mandate would be financed from the Company's internal resources.

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association, the Cayman Companies Law and/or any other applicable laws, as the case may be.

The Company is empowered by the Articles of Association to repurchase Shares. The laws of the Cayman Islands provide that a purchase of shares may be made (to the extent of the par value of such shares) out of profits or the proceeds of a fresh issue of shares made for such purpose or, out of capital, provided that the Company is able to pay its debts as they fall due in the ordinary course of business and the purchase is authorized by the Articles of Association. Any premium payable on a purchase may be made out of profits, the Company's share premium account or out of capital, provided that the Company is able to pay its debts as they fall due in the ordinary course of business and the purchase is authorized by the Articles of Association.

- 20 -

APPENDIX II

EXPLANATORY STATEMENT ON THE

REPURCHASE MANDATE

4. IMPACT OF REPURCHASES

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2019) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time befitting the Company.

5. TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, 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 Rule 26 and Rule 32 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date, to the best knowledge of the Directors, the controlling Shareholders (as defined in the Listing Rules) of the Company (the "Controlling Shareholders"), together control the exercise of 70.90% voting rights in the general meeting of the Company.

In the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate, the shareholding interest of the Controlling Shareholders would, based on their current shareholding, be increased to approximately 78.77% of the total issued share capital of the Company. The Directors are not aware of any consequences which would give rise to an obligation on the Controlling Shareholders to make a mandatory offer under Rule 26 or Rule 32 of the Takeovers Code.

The Directors will not make any repurchase of Shares if the repurchase would result in the number of issued Shares in the hands of the public falling below the lowest public float percentage of 15.04% as required under the Listing Rules and agreed by the Stock Exchange.

6. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective associates (as defined in the Listing Rules) has any present intention to sell any Share to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders at the Annual General Meeting.

- 21 -

APPENDIX II

EXPLANATORY STATEMENT ON THE

REPURCHASE MANDATE

The Company has not been notified by any connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Share held by them to the Company, or that they have undertaken not to sell any Share held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

7. MARKET PRICES OF SHARES

The Shares are trading on the Stock Exchange and the highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the previous twelve months preceding the Latest Practicable Date are as follows:

Month

Highest

Lowest

HK$

HK$

2019

April

6.75

6.24

May

6.30

5.32

June

5.65

5.02

July

6.07

5.70

August

5.58

5.01

September

5.51

4.95

October

4.91

4.36

November

4.51

4.11

December

4.70

4.03

2020

January

4.83

3.84

February

4.25

3.86

March

4.35

2.88

April (up to the Latest Practicable Date)

3.44

3.24

- 22 -

APPENDIX II

EXPLANATORY STATEMENT ON THE

REPURCHASE MANDATE

8. REPURCHASES OF SHARES MADE BY THE COMPANY

During the year 2019 and up to the Latest Practicable Date, the Company repurchased the Shares through the Stock Exchange as follows:

Consideration

paid

(excluding

No. of ordinary

commission

Date of

share of US$0.01

Price per share

and other

repurchase

each

Highest

Lowest

expenses)

HK$

HK$

HK$

14

January 2019

620,000

4.80

4.79

2,975,000

16

January 2019

2,406,500

5.05

4.95

12,072,000

17

January 2019

1,880,000

5.07

5.05

9,511,000

18

January 2019

1,060,000

5.05

5.04

5,352,000

25

March 2019

8,000,000

5.65

5.39

44,837,000

26

March 2019

8,375,000

5.71

5.62

47,444,000

27

March 2019

6,174,000

5.77

5.61

35,271,000

28

March 2019

10,150,000

5.89

5.78

59,551,000

29

March 2019

9,150,000

5.92

5.74

53,809,000

9 April 2019

4,500,000

6.53

6.20

28,798,000

10 April 2019

4,150,000

6.68

6.49

27,357,000

11 April 2019

8,500,000

6.75

6.61

57,154,000

12 April 2019

7,000,000

6.76

6.57

46,800,000

22

May 2019

6,423,000

5.50

5.21

34,977,000

23

May 2019

10,189,000

5.56

5.34

55,917,000

24

May 2019

3,798,000

5.54

5.49

20,894,000

27

May 2019

7,517,500

5.51

5.34

41,137,000

29

May 2019

4,649,500

5.57

5.40

25,589,000

The Shares repurchased on 14 January 2019, 16 January 2019, 17 January 2019 and 18 January 2019 were cancelled on 25 January 2019. The Shares repurchased on 25 March 2019, 26 March 2019, 27 March 2019, 28 March 2019 and 29 March 2019 were cancelled on 9 April 2019. The Shares repurchased on 9 April 2019, 10 April 2019, 11 April 2019 and 12 April 2019 were cancelled 24 April 2019. The Shares repurchased on 22 May 2019, 23 May 2019 and 24 May 2019 were cancelled on 3 June 2019. The Shares repurchased on 27 May 2019 and 29 May 2019 were cancelled on 19 June 2019.

Save as disclosed above, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company's listed securities during the year 2019 and up to the Latest Practicable Date.

- 23 -

NOTICE OF THE ANNUAL GENERAL MEETING

China Hongqiao Group Limited

中 國 宏 橋 集 團 有 限 公 司

(incorporated under the laws of Cayman Islands with limited liability)

(Stock code: 1378)

NOTICE IS HEREBY GIVEN that an annual general meeting (the "Annual General Meeting") of China Hongqiao Group Limited (the "Company") will be held at the Conference Hall on 8th Floor, Company Office Building, No. 12, Wei Fang Road, Zouping Economic Development District, Zouping City, Shandong Province, the People's Republic of China on Friday, 22 May 2020 at 9:00 a.m. for the following purposes. Unless otherwise indicated, the capitalized terms used in this notice shall have the same meaning as those defined in the circular of the Company dated 20 April 2020 to convene the Annual General Meeting.

ORDINARY RESOLUTIONS

  1. To consider and adopt the audited consolidated financial statements of the Company and the reports of the Directors and the auditors of the Company for the year ended 31 December 2019;
  2. (i) To re-elect Mr. Zhang Bo as an executive Director;
    1. To re-elect Ms. Zheng Shuliang as an executive Director;
    2. To re-elect Ms. Zhang Ruilian as an executive Director;
    3. To re-elect Mr. Yang Congsen as a non-executive Director;
    4. To re-elect Mr. Zhang Jinglei as a non-executive Director;
    5. To re-elect Mr. Chen Yisong (Mr. Zhang Hao as his alternate) as a non-executive Director;
    6. To re-elect Mr. Xing Jian, who has served the Company for more than nine years, as an independent non-executive Director;
    7. To re-elect Mr. Han Benwen, who has served the Company for more than nine years, as an independent non-executive Director;
    8. To re-elect Mr. Dong Xinyi as an independent non-executive Director;
    9. To authorize the Board to fix the respective Directors' remuneration;
  3. To re-appoint SHINEWING (HK) CPA Limited as auditors of the Company and to authorize the Board to fix their remuneration;

- 24 -

NOTICE OF THE ANNUAL GENERAL MEETING

  1. To declare a final dividend of HK$34.0 cents per Share for the year ended 31 December 2019 to the Shareholders;
  2. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
    "THAT:
    1. subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to repurchase its Shares, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;
    2. the total nominal amount of Shares to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total nominal amount of the issued share capital of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and
    3. 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 revocation or variation of the authority given under this resolution by an ordinary resolution passed by the Shareholders in a general meeting of the Company; and
      3. 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";
  3. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
    "THAT:
    1. subject to paragraph (c) below, 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 authorized and unissued shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
    2. the approval in paragraph (a) above shall authorize the Directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period (as defined below);

- 25 -

NOTICE OF THE ANNUAL GENERAL MEETING

  1. the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:
    1. a Rights Issue (as defined below);
    2. the exercise of options granted under the share option scheme of the Company;
    3. any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on the Shares in accordance with the Articles of Association; and
    4. any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares,

shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and

  1. for the purposes 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 revocation or variation of the authority given under this resolution by an ordinary resolution passed by the Shareholders in a general meeting of the Company; and
    3. 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

"Rights Issue" means an offer of Shares open for a period fixed by the Directors to holders of shares of the Company 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 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 any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange)"; and

- 26 -

NOTICE OF THE ANNUAL GENERAL MEETING

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

"THAT conditional upon the passing of the resolutions set out in items 5 and 6 of the notice convening the Annual General Meeting (the "Notice"), the general mandate granted to the Directors to exercise the powers to allot, issue and deal with the Shares pursuant to the resolution item 6 in this notice of the Annual General Meeting be and is hereby extended by the addition of an amount representing the total number of the Shares repurchased by the Company pursuant to the resolution item 5 above, provided that such amount shall not exceed 10% of the total number of the issued Shares as at the date of passing of this resolution".

By order of the Board

Zhang Bo

Chairman

Hong Kong, 20 April 2020

Notes:

  1. Any Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote on behalf of him/her. A proxy needs not be a Shareholder. A Shareholder who is the holder of two or more Shares may appoint more than one proxy to represent him/her to attend and vote on his/her behalf. 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. In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor Hopewell Centre 183 Queen's Road East Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the Annual General Meeting and, in such event, the form of proxy shall be deemed to be revoked.
  3. The share register of the Company will be closed from Monday, 18 May 2020 to Friday, 22 May 2020 (both days inclusive), during which no transfer of shares will be effected. In order to be entitled to attend the forthcoming Annual General Meeting and vote at the meeting, all completed share transfer forms accompanying with the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, not later than 4:30 p.m. on Friday, 15 May 2020. The address of Computershare Hong Kong Investor Services Limited is Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.
    The share register of the Company will be closed from Monday, 8 June 2020 to Friday, 12 June 2020 (both days inclusive), during which no transfer of shares will be effected. In order to qualify for the proposed final dividend, all completed share transfer forms accompanying with the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, not later than 4:30 p.m. on Friday, 5 June 2020. The address of Computershare Hong Kong Investor Services Limited is Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.
  4. In relation to the ordinary resolutions set out in items 5, 6 and 7 of this notice, the Directors wish to state that they have no immediate plan to repurchase any existing Shares or issue any new Shares.

- 27 -

NOTICE OF THE ANNUAL GENERAL MEETING

  1. Where there are joint registered holders of any shares, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present being the most, or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand in the register in respect of the relevant joint holding.
  2. Shareholders whose names appear on the register of members of the Company on Monday, 18 May 2020 are entitled to attend and vote at the Annual General Meeting or any adjourned meetings, and subject to approval of the proposed declaration of the final dividend by the Shareholders at the Annual General Meeting, Shareholders whose names appear on the register of members of the Company on Friday, 12 June 2020 are entitled to the proposed final dividend.
  3. If a Shareholder wishes to propose a person the ("Candidate") to stand for election as a Director, (i) a notice signed by a Shareholder (other than him/herself) duly qualified to attend and vote at the Annual General Meeting of his/her intention to propose the Candidate for election; (ii) a notice signed by the Candidate of his/her willingness to be elected; and (iii) that Candidate's information as required to be disclosed under Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited; and (iv) the Candidate's written consent to the publication of his/her personal data, must be lodged at the head office of the Company or the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong with minimum notice(s) period of at least seven days, and that the period of lodgment of such notice(s) shall commence on the day after the date of the despatch of the notice of the Annual General Meeting and end no later than seven days prior to 22 May 2020.
  4. Please refer to Appendix I to the circular of the Company dated 20 April 2020 for the details of the retiring Directors subject to re-election at the Annual General Meeting.
  5. The Annual General Meeting is expected to last half a day. Shareholders attending the Annual General Meeting should be responsible for their own transportation and accommodation expenses.

- 28 -

Attachments

  • Original document
  • Permalink

Disclaimer

China Hongqiao Group Ltd. published this content on 20 April 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 April 2020 08:55:11 UTC