China Boqi Environmental : NOTICE OF EXTRAORDINARY GENERAL MEET

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China Boqi Environmental (Holding) Co., Ltd.

中國博奇環保(控股)有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2377)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of China Boqi Environmental (Holding) Co., Ltd. (the "Company") will be held at the first conference room of Beijing Boqi at 2/F, Guoben Culture Building, No. Jia 8, Xinglongzhuang, Chaoyang District, Beijing, the PRC on Tuesday, 29 December 2020 at 10:30 a.m. (the "Meeting") for the purposes of considering and, if thought fit, passing the following matters. Terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 8 December 2020 (the "Circular") unless otherwise defined.

ORDINARY RESOLUTIONS

1. To consider and, if thought fit, to approve the 2020 Supplemental Agreement and transactions contemplated thereunder.
2. To consider and, if thought fit, to approve the Proposed Annual Caps.
3. To consider and, if thought fit, to approve:

"THAT-

Subject to the conditions of the share option scheme to be adopted (the "Share Option Scheme") by the Company becoming fulfilled, the rules of the Share Option Scheme are hereby approved and adopted and the directors of the Company be and are hereby authorised to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the Share Option Scheme including without limitation:

1. administering the Share Option Scheme and granting options under the Share Option Scheme;
2. modifying and/or amending the rules of the Share Option Scheme from time to time provided that such modification and/or amendment is effected in accordance with the provisions of the Share Option Scheme relating to modification and/or amendment and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange");
3. • 1 -

1. allotting and issuing from time to time such number of shares in the capital of the Company (the "Shares") as may be required to be issued pursuant to the exercise of the options granted under the Share Option Scheme; and
2. making application at appropriate time or times to the Stock Exchange for the listing of, and permission to deal in, any Shares or any part thereof that may from time to time be issued and allotted pursuant to the exercise of the options granted under the Share Option Scheme."

By order of the Board of Directors

Zeng Zhijun

Vice Chairman, Executive Director and

Chief Executive Officer

Hong Kong, 8 December 2020

As at the date of this notice, the Board comprises Mr. Cheng Liquan Richard and Mr. Zeng Zhijun, as executive Directors; Mr. Tony Tuo Zheng, Mr. Chen Xue and Mr. Zhu Weihang, as non-executive Directors; and Dr. Xie Guozhong, Mr. Liu Genyu and Mr. Lu Zhifang, as independent non-executive Directors.

Notes:

1. A member entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies to attend and vote on his/her behalf. A member who is a recognized clearing house within the meaning of the Securities and Futures Ordinance is entitled to appoint one or more proxies to attend and vote on its behalf. A proxy need not be a member of the Company.
2. In the case of joint holders of any shares in the Company, any one of such joint holders may vote at the above meeting, either personally or by proxy, in respect of such shares as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, either 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 on the register in respect of the relevant joint holding.
3. In order to be valid, a form of proxy must be deposited at the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.
4. The register of members of the Company will be closed from 23 December 2020 to 29 December 2020 (both days inclusive) during which period no transfer of shares will be registered. In order to qualify for attending the Meeting, all share certificates with completed transfer forms must be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on 22 December 2020 for registration of share transfer.
5. The votes at the Meeting will be taken by poll.

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