China Conch Venture : Circular

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 Conch Venture Holdings Limited中國海螺 創業控股有限公司, 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 or transfer was effected for transmission to the purchaser or 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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

China Conch Venture Holdings Limited ʕ਷ऎᑮ௴ุછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 586)

PROPOSED RE-ELECTION OF RETIRING DIRECTORS, PROPOSED GRANTING OF GENERAL MANDATES TO

REPURCHASE SHARES AND TO ISSUE SHARES,

DECLARATION OF FINAL DIVIDEND

AND

NOTICE OF ANNUAL GENERAL MEETING

The notice convening the 2022 Annual General Meeting (the ''AGM'') of China Conch Venture Holdings Limited 中國海螺創業控股有限公司 (the ''Company'') to be held at First Meeting Room, 2/F, Office Building of Conch Venture Environmental Protection Technology (Shanghai) Co., Ltd.* (海螺創 業環保科技(上海)有限公司), No. 18, Lane 928, Yumin South Road, Jiading District, Shanghai, the People's Republic of China on Friday, 24 June 2022 at 10:00 a.m. is set out in this circular.

Whether or not you are able to attend the AGM, please complete and sign the enclosed form of proxy for use at the AGM in accordance with the instructions printed thereon and return it to the Company's Branch Share Registrar in Hong Kong (the ''Branch Share Registrar''), 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 AGM or the adjourned meeting thereof. Accordingly, this form of proxy must be delivered to the Branch Share Registrar no later than 10:00 a.m. on Wednesday, 22 June 2022 (Hong Kong time). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the AGM if they so wish.

This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company ([e-mail]).

*

for identification purpose only

27 April 2022

CONTENTS

Definitions .........................................................................

Letter from the Board

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

Appendix I

1.	Introduction ...............................................................	3
2.	ProposedRe-electionofRetiringDirectors ..................................	4
3.	Proposed Granting of General Mandate to Repurchase Shares . . . . . . . . . . . . . . . .	4
4.	Proposed Granting of General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . .	5
5.	DeclarationofFinalDividend ..............................................	5
6.	AnnualGeneralMeetingandProxyArrangement ............................	5
7.	Recommendation ..........................................................	6
7
14
17

- Details of the Retiring Directors Proposed to be Re-elected at the Annual General Meeting .................................

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

Page

1

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

''2021 AGM''	the annual general meeting held on 25 June 2021
''AGM''	the 2022 annual general meeting of the Company to be held
at First Meeting Room, 2/F, Office Building of Conch
Venture Environmental Protection Technology (Shanghai)
Co., Ltd.* (海螺創業環保科技(上海)有限公司), No. 18,
Lane 928, Yumin South Road, Jiading District, Shanghai,
the People's Republic of China on Friday, 24 June 2022 at
10:00 a.m. to consider and, if appropriate, to approve the
resolutions contained in the notice of the meeting which is
set out on pages 17 to 21 of this circular, or any
adjournment thereof
''Articles of Association''	the articles of association of the Company currently in force
''Board''	the board of Directors
''Close Associate(s)''	has the same meaning as defined under the Listing Rules
''Companies Law''	the Companies Law, Cap 22 (Law 3 of 1961, as
consolidated and revised) of the Cayman Islands
''Company''	China Conch Venture Holdings Limited 中國海螺創業控股
有限公司, a company incorporated in Cayman Islands with
limited liability, the Shares of which are listed on the Main
Board of the Stock Exchange
''Core Connected Person(s)''	has the same meaning as defined under the Listing Rules
''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
''Issuance Mandate''	a general and unconditional mandate proposed to be granted
to the Directors to allot, issue or deal with additional Shares
of not exceeding 20% of the total number of issued Shares
as at the date of passing of the proposed ordinary resolution
contained in item 6 of the notice of AGM

''Latest Practicable Date''

21 April 2022, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

''Listing Rules''

the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time

''PRC''

the People's Republic of China (for the purpose of this circular excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan)

''Remuneration and Nomination

Committee''

''Repurchase Mandate''

the Remuneration and Nomination Committee of the Board

a general and unconditional mandate proposed to be granted to the Directors to purchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of AGM

''SFO''

the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

''Share(s)''

ordinary share(s) of HK$0.01 each in the issued capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company

''Share Option Scheme''

the share option scheme conditionally adopted by the Company on 3 December 2013, under which eligible participants may be granted a right to subscribe for Shares under the discretion of the Board

''Shareholder(s)''

holder(s) of Share(s)

''Stock Exchange''

The Stock Exchange of Hong Kong Limited

''Strategy, Sustainability and

Risk Management Committee''

the Strategy, Sustainability and Risk Management Committee of the Board

''Takeovers Code''

The Code on Takeovers and Mergers approved by the Securities and Futures Commission as amended from time to time

''%''

per cent

LETTER FROM THE BOARD

China Conch Venture Holdings Limited ʕ਷ऎᑮ௴ุછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 586)

Executive Directors:	Registered office:
Mr. JI Qinying (Chief Executive Officer)	Cricket Square
Mr. LI Jian	Hutchins Drive
Mr. LI Daming	P.O. Box 2681
Grand Cayman KY1-1111
Non-executive Directors:	Cayman Islands
Mr. GUO Jingbin (Chairman)
Mr. YU Kaijun	Head office in the PRC:
Mr. SHU Mao	1011 Jiuhua South Road
Wuhu City
Independent Non-executive Directors:	Anhui Province
Mr. CHAN Chi On (alias Derek CHAN)	China
Mr. CHAN Kai Wing
Mr. LAU Chi Wah, Alex	Principal place of business
in Hong Kong:
Suite 4018, 40/F Jardine House
1 Connaught Place
Central
Hong Kong
27 April 2022
To the Shareholders
Dear Sir/Madam,

PROPOSED RE-ELECTION OF RETIRING DIRECTORS, PROPOSED GRANTING OF GENERAL MANDATES TO

REPURCHASE SHARES AND TO ISSUE SHARES,

DECLARATION OF FINAL DIVIDEND

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the AGM to be held on 24 June 2022.