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EcoGreen International : Loan Agreement Disclosed Under Rule 13.18 of the Listing Rules

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05/20/2019 | 06:43am EDT

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

This notice appears for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

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)

LOAN AGREEMENT DISCLOSED UNDER RULE 13.18 OF THE LISTING RULES

This announcement is made in accordance with Rule 13.18 of the Listing Rules.

On 14 May 2019, the Company entered into Loan Agreement pursuant to which a specific performance obligation is imposed on Mr. Yang (i) to remain as the Chairman of the board of directors of the Company and the single largest and controlling shareholder in the Company; (ii) to beneficially own not less than 30% of the entire issued share capital of the Company; and (iii) to maintain control over the management and the board of directors of the Company.

The board of directors (the "Board") of EcoGreen International Group Limited (the "Company" and together with its subsidiaries the "Group") makes the following disclosures in accordance with Rule

13.18of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

Pursuant to a loan agreement (the "Loan Agreement") dated 14 May 2019 and entered into by the Company as borrower and a bank as lender, a term loan facility (the "Loan") in the aggregate of HK$250,000,000 was made available to the Company for a period of 42 months commencing from the date on which the first advance (the "First Advance Date") is made.

Under the Loan Agreement, a specific performance obligation is imposed on Mr. Yang Yirong ("Mr. Yang") to remain as the Chairman of the Board and the single largest and controlling shareholder in the Company, to beneficially own not less than thirty per cent (30%) of the entire issued share capital of the Company, and to maintain control over the management and the Board.

Non-compliance of the aforesaid obligation by Mr. Yang will constitute an event of default under the Loan Agreement upon the occurrence of which the lenders shall have the right to declare the Loan

terminated and to declare the loan, accrued interest and all other sums payable to be immediately due and payable.

At the date of this announcement, Mr. Yang, the Chairman of the Company, holds 38.02% of the existing issued share capital of the Company.

The Company will continue to apply with the disclosure requirements under the Listing Rules for so long as circumstances giving rise to the obligation continue to exist.

By order of the Board

EcoGreen International Group Limited

Yang Yirong

Chairman & President

Hong Kong, 20 May 2019

As at the date of this announcement, the Board of Directors of the Company comprises of six executive Directors, namely Mr. Yang Yirong (Chairman), Mr. Gong Xionghui, Ms. Lu Jiahua, Dr. Lin David Ying Tsung, Mr. Han Huan Guang and Mr. Lin Zhigang and three independent non-executive Directors, namely Mr. Xiang Ming, Mr. Yau Fook Chuen and Mr. Wong Yik Chung, John.

Disclaimer

EcoGreen International Group Ltd. published this content on 20 May 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 20 May 2019 10:42:07 UTC

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