China Boqi Environmental : PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, DECLARATION OF FINAL DIVIDEND AND NOTICE OF 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 registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Boqi Environmental (Holding) Co., Ltd., you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other registered dealer in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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 however arising from or in reliance upon the whole or any part of the contents of this circular.

China Boqi Environmental (Holding) Co., Ltd.

ʕ਷௹փᐑڭ ( છٰ ) Ϟࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2377)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES

AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS,

DECLARATION OF FINAL DIVIDEND

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of China Boqi Environmental (Holding) Co., Ltd. to be held at the conference room of the Company at Floor 2, Guoben Culture Building, No. Jia 8, Xinglongzhuang, Chaoyang District, Beijing, the PRC on 31 May 2022 at 10:30 a.m. is set out on pages 18 to 23 of this circular.

A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited atwww.hkexnews.hkand the website of the Company atwww.chinaboqi.com. Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not later than 10:30 a.m. on 29 May 2022 (Hong Kong time) (being not less than 48 hours before the time of the Annual General Meeting) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting or any adjournment thereof if they so wish.

27 April 2022

APPENDIX I - DETAILS OF RETIRING DIRECTORS ..............

CONTENTS
Page
DEFINITIONS .....................................................	1
LETTER FROM THE BOARD ........................................	3
INTRODUCTION ..............................................	3
GENERAL MANDATE TO ISSUE SHARES .........................	4
REPURCHASE MANDATE TO REPURCHASE SHARES ..............	4
EXTENSION MANDATE ........................................	5
RE-ELECTION OF RETIRING DIRECTORS ........................	5
DECLARATION OF FINAL DIVIDEND ............................	6
CLOSURE OF REGISTER OF MEMBERS .........................	7
NOTICE OF ANNUAL GENERAL MEETING .......................	7
FORM OF PROXY .............................................	8
VOTING BY WAY OF POLL .....................................	8
RESPONSIBILITY STATEMENT .................................	8
RECOMMENDATION ..........................................	9
10
14
18

APPENDIX II - EXPLANATORY STATEMENT .....................

NOTICE OF ANNUAL GENERAL MEETING ...........................

-i-

DEFINITIONS

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

"Annual General Meeting"

the annual general meeting of the Company to be held at the conference room of the Company at Floor 2, Guoben Culture Building, No. Jia 8, Xinglongzhuang, Chaoyang District, Beijing, the PRC on 31 May 2022 at 10:30 a.m. or any adjournment thereof, the notice of which is set out on pages 18 to 23 of this circular

"Articles of Association"

the articles of association of the Company, as amended from time to time

"Board"

the board of Directors

"Cayman Companies Act"

the Companies Act (As Revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time

"Director(s)"

"Company"

China Boqi Environmental (Holding) Co., Ltd. (ʕ਷௹փ ᐑڭ(છٰ)Ϟࠢʮ̡), a company incorporated in the Cayman Islands on 30 January 2015 as an exempted company with limited liability, and the Shares of which are listed on the Main Board of the Stock Exchange the director(s) of the Company

"Extension Mandate"

a general and unconditional mandate proposed to be granted to the Directors to the effect that the total number of Shares which may be allotted, issued or dealt with under the General Mandate may be increased by an additional number representing such number of Shares actually repurchased under the Repurchase Mandate

"General Mandate"

a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to exercise the power of the Company to allot, issue or deal with new Shares not exceeding 20 per cent of the aggregate number of issued shares of the Company as at the date of passing the relevant resolution granting the General Mandate

"Group"

the Company and its subsidiaries

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
"Latest Practicable Date"	19 April 2022, being the latest practicable date prior to
the printing of this circular for the purpose of
ascertaining certain information contained in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the
Stock Exchange
"PRC"	the People's Republic of China
"Repurchase Mandate"	a general and unconditional mandate proposed to be
granted to the Directors at the Annual General Meeting to
exercise the power of the Company to repurchase Shares
not exceeding 10 per cent of the aggregate number of
issued shares of the Company as at the date of passing of
the relevant resolution granting the Repurchase Mandate
"Securities and Future	the Securities and Futures Ordinance (Chapter 571 of the
Ordinance"	Laws of Hong Kong) as amended, supplemented or
otherwise modified from time to time
"Share(s)"	ordinary share(s) of nominal value of US$0.00001 each
in the share capital of the Company
"Shareholder(s)"	the holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Codes on Takeovers and Mergers and Share Buy-
backs issued by the Securities and Futures Commission
of Hong Kong
"US$"	United States dollars, the lawful currency of the United
States of America
-2-

LETTER FROM THE BOARD

China Boqi Environmental (Holding) Co., Ltd.

ʕ਷௹փᐑڭ ( છٰ ) Ϟࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2377)

Executive Directors:	Registered office:
Mr. Zeng Zhijun (Chairman)	PO Box 309, Ugland House
Mr. Cheng Liquan Richard	Grand Cayman KY1-1104
Cayman Islands
Non-executive Directors:
Mr. Zheng Tony Tuo	Principal place of business in Hong Kong:
Mr. Zhu Weihang	40th Floor, Dah Sing Financial Centre
Mr. Chen Xue	No. 248 Queen's Road East
Wanchai, Hong Kong
Independent non-executive Directors:
Mr. Liu Genyu
Dr. Xie Guozhong
Mr. Lu Zhifang
To the Shareholders
Dear Sir or Madam

27 April 2022

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES

AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS,

DECLARATION OF FINAL DIVIDEND

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with the notice of Annual General Meeting and information in respect of the following proposals to be put forward at the Annual General Meeting: (i) the granting of the General Mandate to the Directors; (ii) the granting of the Repurchase Mandate to the Directors; (iii) the granting of the Extension Mandate which extends the General Mandate to include Shares bought back pursuant to the Repurchase Mandate to the Directors; (iv) the re-election of the retiring Directors; and (v) the declaration of final dividend.