China Wood International : PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES RE-ELECTION OF DIRECTORS 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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in China Wood International Holding Co., Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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 WOOD INTERNATIONAL HOLDING CO., LIMITED

中木國際控股有限公司

(Joint Provisional Liquidators appointed)

(For restructuring purposes only)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1822)

PROPOSALS INVOLVING

GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at 2/F, 35-45B Bonham Strand, Sheung Wan, Hong Kong at 11:00 a.m. on Thursday, 10 June 2021 is set out on pages 18 to 23 of this circular.

A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed with this circular for despatch to the Shareholders. Whether or not you intend to attend the Annual General Meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon 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 practicable but in any event not later than 48 hours before the time for holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish and in such event, the proxy shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE Annual General Meeting

Please refer to page 1 of this circular for measures being taken at the Annual General Meeting to try to prevent and control the spread of COVID-19, including:

1. Compulsory temperature screening/checks;
2. Wearing of surgical face mask;
3. Physical distancing at venue; and
4. No provision of refreshments or drinks, and corporate gifts or gift coupons.

Any person who does not comply with the precautionary measures may be denied entry into the Annual General Meeting venue. The Company requests attendees to wear surgical face masks and reminds Shareholders that they may appoint the Chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting as an alternative to attending the Annual General Meeting in person.

26 April 2021

		CONTENTS
			Page
Precautionary Measures for the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Board
Introduction	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Grant of General Mandate, Buy-back Mandate and Extension Mandate . . . . . . . .	6
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I	-	Explanatory Statement for the Buy-back Mandate . . . . . . . . . . . .	9
Appendix II	-	Details of the Directors proposed to be re-elected
		at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

- i -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In light of the continuing risks posed by COVID-19, the Company is adopting the following precautionary measures at the Annual General Meeting in order to safeguard the health and safety of the Shareholders who might be attending the Annual General Meeting in person:

1. Compulsory temperature screening/checks will be carried out on every attendee at the entrance of the Annual General Meeting venue. Any person with a body temperature above 37.4 degrees Celsius or the reference point announced by the Department of Health from time to time, or is exhibiting flulike symptoms may be denied entry into the Annual General Meeting venue and requested to leave the Annual General Meeting venue;
2. Every attendee will be required to wear a surgical face mask at the Annual General Meeting venue and throughout the Annual General Meeting and to sit at a distance from the other attendees. Please note that no surgical face masks will be provided at Annual General Meeting venue and attendees should bring and wear their own masks;
3. No refreshment or drinks will be provided to the attendees at the Annual General Meeting; and
4. No corporate gifts or gift coupons will be provided to the attendees at the Annual General Meeting.

To the extent permitted under law, the Company reserves the right to deny entry into the Annual General Meeting venue or require any person to leave the Annual General Meeting venue so as to ensure the health and safety of the other attendees at the Annual General Meeting.

Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the Annual General Meeting arrangements at short notice. Shareholders should check the websites of the Company (www.chinawoodint.com.hk) and the Stock Exchange (www.hkexnews.hk) for further announcements and updates on the Annual General Meeting arrangements.

Voting by proxy in advance of the Annual General Meeting: The Company does not in any way wish to diminish the opportunity available to the Shareholders to exercise their rights to vote, but are conscious of the pressing need to protect them from possible exposure to the COVID-19pandemic. For the health and safety of the Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the Annual General Meeting by appointing the Chairman of the Annual General Meeting as their proxy instead of attending the Annual General Meeting in person. Physical attendance is not necessary for the purpose of exercising rights of the Shareholders.

The deadline to submit completed proxy forms is not less than 48 hours before the time appointed for the holding of the Annual General Meeting, which is on Tuesday, 8 June 2021 at or before 11:00 a.m. Completed proxy forms must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at or before the deadline.

Appointment of proxy by non-registered Shareholders: Non-registeredShareholders whose Shares are held through banks, brokers, custodians or the HKSCC should consult directly with their banks or brokers or custodians (as the case may be) for assistance in the appointment of proxy.

If Shareholders have any questions relating to the Annual General Meeting, please contact the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, as follows:

Tricor Investor Services Limited

Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong Tel: [phone]

Fax: [phone]

Email: [e-mail]

- ii -

DEFINITIONS

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

"Annual General Meeting"the annual general meeting of the Company to be convened and held at 2/F, 35-45B Bonham Strand, Sheung Wan, Hong Kong on Thursday, 10 June 2021 at 11:00 a.m. or any adjournment thereof (as the case may be), the notice of which is set out on pages 18 to 23 of this circular

"Articles of Association"

"Board"

"Branch Share Registrar"

"Business Day"

"Buy-back Mandate"

the articles of association of the Company as altered from time to time

the board of Directors

Tricor Investor Services Limited, the branch share registrar and transfer office of the Company in Hong Kong

any day on which the Stock Exchange is open for business of dealing in securities

a general and unconditional mandate proposed to be granted to the Directors to enable them to buy-back Shares, the aggregate number of which shall not exceed 10% of the aggregate number of Shares in issue as at the date of passing the relevant resolution at the Annual General Meeting

"BVI"

"close associate(s)"

"Companies Law"

British Virgin Islands

has the same meaning as ascribed to it under the Listing Rules

the Companies Law (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time

- 1 -

DEFINITIONS

"Company"

"Controlling Shareholders"

"core connected person(s)"

"Director(s)"

"Extension Mandate"

"General Mandate"

"Group"

"Hong Kong"

"Latest Practicable Date"

China Wood International Holding Co., Limited（中木國 際控股有限公司）(formerly known as HongDa Financial Holding Limited 弘達金融控股有限公司), an exempted company incorporated in the Cayman Islands with limited

liability, the issued shares of which are listed on the main board of the Stock Exchange

has the meaning ascribed to it in the Listing Rules. As at the Latest Practicable Date, the Controlling Shareholders of the Company are Sino Merchant, Ms. Deng Shufen and Ms. Liu Jiangyuan

has the same meaning as ascribed to it under the Listing Rules

the director(s) of the Company

a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares bought back under the Buy-back Mandate will be added to the total number of Shares which may be allotted, issued and dealt with under the General Mandate

a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue and deal with Shares up to a maximum of 20% of the aggregate number of Shares in issue as at the date of passing of the ordinary resolution in relation thereto at the Annual General Meeting

the Company and its subsidiaries

the Hong Kong Special Administrative Region of the People's Republic of China

23 April 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular

- 2 -

DEFINITIONS

"Listing Rules"

"PRC"

"SFO"

"Share(s)"

"Shareholder(s)"

"Sino Merchant"

"Stock Exchange"

"substantial shareholder(s)"

"Takeovers Code"

"HK$"

"%"

the Rules Governing the Listing of Securities on the Stock Exchange

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

the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended from time to time

ordinary share(s) with a nominal value of HK$0.20 each in the share capital of the Company

holder(s) of Share(s)

Sino Merchant Car Rental Limited, a company incorporated in the BVI with limited liability (the entire issued share capital of which is owned as to 60% by Ms Deng Shufen and 40% by Ms Liu Jiangyuan, being one of the Controlling Shareholders of the Company as at the Latest Practicable Date

The Stock Exchange of Hong Kong Limited

has the meaning ascribed to it under the Listing Rules

The Hong Kong Codes on Takeovers and Mergers and Share Buy-backs

Hong Kong dollars, the lawful currency of Hong Kong

per cent.

- 3 -

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

- 4 -

LETTER FROM THE BOARD

CHINA WOOD INTERNATIONAL HOLDING CO., LIMITED

中木國際控股有限公司

(Joint Provisional Liquidators appointed)

(For restructuring purposes only)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1822)

Executive Directors:	Registered office:
Mr. Lyu NingJiang (Chairman and CEO)	Cricket Square, Hutchins Drive
	P.O. Box 2681, Grand Cayman
Non-executive Director:	KY1-1111
Mr. Hu YongGang	Cayman Islands
Independent Non-executive Directors:	Head office and principal place of
Mr. Zhao Xianming	business in Hong Kong:
Mr. An Dong	Room 3006-3007, 30/F., China
Mr. Wan ManWah	Resources Building, 26 Harbour Road
	Wanchai, Hong Kong
	26 April 2021
To the Shareholders
Dear Sir or Madam

PROPOSALS INVOLVING

GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The primary purposes of this circular are to provide you with information regarding the resolutions to be proposed at the Annual General Meeting to enable Shareholders to make an informed decision on whether to vote for or against those resolutions and to give you notice of the Annual General Meeting.

Resolutions to be proposed at the Annual General Meeting, in addition to ordinary businesses, include (a) ordinary resolutions relating to the proposed grant of each of the General Mandate, the Buy-back Mandate and the Extension Mandate; and (b) ordinary resolutions relating to the proposed re-election of the retiring Directors; and (c) re-appoint the auditors of the Company.

- 5 -

LETTER FROM THE BOARD

GRANT OF GENERAL MANDATE, BUY-BACK MANDATE AND EXTENSION MANDATE

At the Annual General Meeting, the following ordinary resolutions, among other matters, will be proposed:

1. to grant to the Directors a general and unconditional mandate to allot, issue or otherwise deal with further Shares representing up to 20% of the aggregate number of Shares in issue as at the date of passing of the relevant resolution. On the basis of 342,572,857 Shares in issue as at the Latest Practicable Date and assuming that no Shares will be issued or bought back prior to the Annual General Meeting, the maximum number of Shares which may be allotted and issued pursuant to the General Mandate will be 68,514,714;
2. to grant the Buy-back Mandate to the Directors to enable them to buy-back Shares on the Stock Exchange up to a maximum of 10% of the aggregate number of Shares in issue on the date of passing of such resolution; subject to the passing of the proposed resolution granting the Buy-back Mandate to the Directors, the Company will be allowed under the Buy-back Mandate to buy-back up to a maximum of 34,257,286 Shares; and
3. to grant the Extension Mandate to the Directors to increase the total number of Shares which may be allotted and issued under the General Mandate by an additional number representing such number of Shares actually bought back under the Buy-back Mandate.

Subject to the approval of the above proposals by Shareholders at the Annual General Meeting, the General Mandate and the Buy-back Mandate will lapse on the earliest of (i) the date of the next annual general meeting, or (ii) the date by which the next annual general meeting of the Company is required to be held by law and/or the Articles of Association, or (iii) the date on which such authority given to the Directors thereunder is revoked or varied by ordinary resolution of the Company in general meeting.

The explanatory statement required by the Listing Rules to be sent to Shareholders in connection with the proposed resolution to grant to the Directors the Buy-back Mandate is set out in Appendix I to this circular. This contains all the information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution.

The Directors wish to state that they have no immediate plans to buy-back any Shares or to allot and issue any new Shares, other than Shares which may fall to be allotted and issued upon the exercise of any options granted under the existing share option scheme of the Company.

- 6 -

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

The Board currently comprises five Directors, namely, Mr. Lyu NingJiang, Mr. Hu YongGang, Mr. Zhao XianMing, Mr. An Dong and Mr. Wan ManWah.

In accordance with Article 84(1) of the Articles of Association, Mr. An Dong will retire at the Annual General Meeting, and in accordance with Article 83(3) of the Articles of Association, Mr. Lyu NingJiang, Mr. Hu YongGang and Mr. Wan ManWah will retire at the Annual General Meeting. All of them, being eligible, offer themselves for re-election at the Annual General Meeting.

The biographical and other details of each of the Directors who are proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.

ACTIONS TO BE TAKEN

Set out on pages 18 to 23 of this circular is a notice convening the Annual General Meeting at which ordinary resolutions will be proposed to approve, among other matters, the following:

1. the grant of the General Mandate, the Buy-back Mandate and the Extension Mandate; and
2. the re-election of retiring Directors.

A form of proxy for use at the Annual General Meeting is enclosed with this circular. Whether or not you intend to attend the Annual General Meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Branch Share Registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as practicable and in any event not later than 48 hours before the time of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish and in such event, the proxy shall be deemed to be revoked.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular to members; and (ii) which relate to the chairman's duties to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all Shareholders a reasonable opportunity to express their views. Accordingly, all resolutions proposed at the Annual General Meeting will be taken by poll.

After the conclusion of the Annual General Meeting, the results of the poll will be released on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.chinawoodint.com.hk).

- 7 -

LETTER FROM THE BOARD

RECOMMENDATIONS

The Directors consider that the proposals regarding (a) the grant of the General Mandate, the Buy-back Mandate and the Extension Mandate; and (b) the re-election of the Directors as set out in Appendix II to this circular are in the best interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the relevant resolutions at the Annual General Meeting.

GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendices to this circular.

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully

By order of the Board

China Wood International Holding Co., Limited

中木國際控股有限公司

(Joint Provisional Liquidators appointed)

(For restructuring purposes only)

Lyu NingJiang

Chairman and Executive Director

- 8 -

APPENDIX I	EXPLANATORY STATEMENT FOR
	THE BUY-BACK MANDATE

This appendix serves as an explanatory statement, as required under Rule 10.06(1)(b) of the Listing Rules, to provide Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the grant of the Buy-back Mandate to the Directors.

1. LISTING RULES RELATING TO THE BUY-BACK OF SHARES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to buy-back their securities on the Stock Exchange and any other stock exchange on which securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all buy-backs of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by specific approval of a particular transaction.

2. SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 342,572,857 Shares in issue.

Subject to the passing of the proposed resolution granting the Buy-back Mandate and on the basis that no new Shares are issued and no Shares are bought back for the period from the Latest Practicable Date up to and including the date of the Annual General Meeting, the Company will be allowed under the Buy-back Mandate to buy-back up to a maximum of 34,257,286 Shares, representing 10% of the issued share capital of the Company as at the Latest Practicable Date.

3. REASONS FOR THE BUY-BACKS

The Directors believe that the Buy-back Mandate is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to buy-back Shares on the Stock Exchange or any other stock exchange on which the Shares are listed. Such buy-backs 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 buy-backs will benefit the Company and the Shareholders as a whole.

- 9 -

APPENDIX I	EXPLANATORY STATEMENT FOR
	THE BUY-BACK MANDATE

4. FUNDING OF BUY-BACKS

In making buy-backs, the Company may only apply funds legally available for such purposes in accordance with the Articles of Association and the laws of the Cayman Islands. The laws of the Cayman Islands provide that the amount of capital repaid in connection with a share buy-back may only be paid out of either the capital paid up on the relevant shares, or the funds of the Company that would otherwise be available for dividend or distribution or the proceeds of a fresh issue of shares made for the purpose. The premium payable on buy-back may only be paid out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the Company's share premium before the Shares are bought back. In accordance with the laws of the Cayman Islands, the Shares so bought back would be treated as cancelled but the aggregate amount of authorised share capital would not be reduced.

5. MATERIAL ADVERSE IMPACT IN THE EVENT OF BUY-BACK IN FULL

Taking into account the current working capital position of the Group, the Directors consider that, if the Buy-back Mandate were to be carried out in full at any time during the proposed buy- back period, it might have a material adverse impact on the working capital and/or gearing position of the Company as compared with the position as at 31 December 2020, being the date of on which its latest published audited consolidated financial statements were made up. However, the Directors do not intend to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

- 10 -

APPENDIX I	EXPLANATORY STATEMENT FOR
	THE BUY-BACK MANDATE

6. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the twelve calendar months immediately preceding (and including) the Latest Practicable Date were as follows:

		Highest	Lowest
		HK$	HK$
	2020
	March	0.22	0.20
	April	0.20	0.20
	May	0.20	0.20
	June	0.20	0.141
	July	0.184	0.124
	August	0.17	0.125
	September	0.15	0.112
	October	0.161	0.126
	November	0.137	0.125
	December	0.154	0.13
	2021
	January	0.13	0.107
	February	0.119	0.094
	March	0.116	0.091
	April (up to the Latest Practicable Date)	0.096	0.087
7.	UNDERTAKING

The Directors have undertaken to the Stock Exchange that they will exercise the power of the Company to make buy-backs under the Buy-back Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands and in accordance with the regulations set out in the memorandum of association of the Company and the Articles of Association.

8. CORE CONNECTED PERSON

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates, have any present intention to sell any Shares to the Company under the Buy-back Mandate if the same is approved by the Shareholders at the Annual General Meeting.

No core connected persons of the Company have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the grant of the Buy-back Mandate is approved by the Shareholders at the Annual General Meeting.

- 11 -

APPENDIX I	EXPLANATORY STATEMENT FOR
	THE BUY-BACK MANDATE

9. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If a Shareholder's proportionate interest in the voting rights of the Company increases on the Company exercising its powers to buy-back securities pursuant to the Buy-back Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, the Controlling Shareholders of the Company are Sino Merchant, Ms. Deng Shufen, Ms. Liu Jiangyuan and their respective interests or deemed interests in the issued Shares are set out below:

				Approximate
				percentage of
				shareholding if
			Approximate	the Buy-back
			percentage of	Mandate is
		Number of	existing	exercised
Name	Capacity	issued Shares	shareholding	in full
			(Note 3)	(Note 4)
Sino Merchant	Beneficial owner (Note 1)	174,961,694	51.07%	56.75%
Dundee Greentech	Beneficial owner (Note 2)	39,475,000	11.52%	12.80%
Limited
China Orient Asset	Person having a security interest	113,073,694	33.01%	36.67%
Management	in shares
Corporation

Notes:

1. These 174,961,694 shares are registered in the name of Sino Merchant, the entire issued share capital of which is owned as to 60% by Ms. Deng Shufen and 40% by Ms. Liu Jiangyuan. Ms. Deng Shufen and Ms. Liu Jiangyuan are deemed to be interested in all the shares and underlying shares in which Sino Merchant is interested by virtue of the SFO. As Mr. Dai Yumin is the spouse of Ms. Deng Shufen, he is deemed to be interested in the shares and the underlying shares which Ms. Deng Shufen is deemed to be interested in for the purpose of the SFO.
2. These 39,475,000 shares are registered in the name of Dundee Greentech Limited (a company incorporated in the British Virgin Islands), the entire issued share capital of which is held by Mr. Liu Hailong.
3. The percentage of shareholding is calculated based on the issued share capital of the Company comprising 342,572,857 shares as at the Latest Applicable Date.
4. The percentage of shareholding is calculated on the basis of 308,315,571 Shares (on the basis of 342,572,857 Shares in issue as at the Latest Practicable Date and assuming the Buyback Mandate was exercised in full).

- 12 -

APPENDIX I	EXPLANATORY STATEMENT FOR
	THE BUY-BACK MANDATE

In the event that the Directors exercise in full the Buy-back Mandate which is to be approved by the Shareholders, the increase in shareholding in the Company of the Controlling Shareholders would give rise to an obligation on their part together with parties acting in concert (as defined in the Takeovers Code) with them to make a mandatory offer under the Takeovers Code.

Assuming that there is no further issue of Shares between the Latest Practicable Date and the date of buy-back, the exercise of the Buy-back Mandate, whether in whole or in part, would not result in less than 25% of the issued share capital of the Company being held by the public as required by Rule 8.08 of the Listing Rules.

The Directors have no intention to exercise the Buy-back Mandate to such an extent as would result in (i) any obligation of the Controlling Shareholders together with parties acting in concert (as defined in the Takeovers Code) with them to make a mandatory offer under the Takeovers Code or (ii) the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.

10. SHARE BUY-BACKS MADE BY THE COMPANY

The Company had not bought back any of the Shares (whether on the Stock Exchange or otherwise) within the six months immediately preceding the Latest Practicable Date.

- 13 -

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

Set out below are the biographical and other details of the retiring Directors, who being eligible, will offer themselves for re-election at the Annual General Meeting.

Mr. Lyu NingJiang, aged 61, have received education in mainland China with forestry major. He had worked with various forestry-related corporations in mainland China with extensive experience in the wood business. Mr. Lyu has over 15 years of experience in senior corporate

management. Mr. Lyu was the chairman and chief executive of China Wood Group Company Limited （中國木材（集團）有限公司）during the period from 1998 to 2013. Mr. Lyu was redesignated as the senior consultant of China Wood Group Company Limited（中國木材（集團）有限公司）from 2013 to 2018.

As at the Latest Practicable Date, Mr. Lyu did not, directly or indirectly, have any interest or underlying interest in Shares within the meaning of Part XV of the SFO.

Mr. Lyu joined the Company on 3 December 2020 as an executive Director, chairman of the Board, the chief executive officer, the chairman of the Nomination committee and a member of the executive committee of the Company.

Mr. Lyu has entered into a service contract with the Company for a term of one year commencing on 3 December 2020, renewable automatically for successive terms of one year upon expiry of the then current term of his appointment, unless terminated in accordance with the terms of the service contract. He is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the provisions of the Articles of Association. Mr. Lyu is entitled to receive a director's fee of HK$240,000 per annum (which was determined with reference to her duties and responsibilities within the Group) and such other benefits as may be determined by and, at the discretion of, the Board from time to time. For the financial year ended 31 December 2020, Mr. Lyu received by way of remuneration and other emoluments the amount of HK$18,710 from the Group.

Mr. Lyu (i) did not hold any other directorship in listed public companies in the last three years before the Latest Practicable Date; (ii) does not hold any other positions with the Company; and (iii) is not connected and has no other relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders nor other information required to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules in connection with Mr. Lyu's re-election.

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

Mr. Hu YongGang, aged 54, have received education in mainland China with international trade major. Mr. Hu has over twenty years extensive experience in the automobile business in mainland China and he operates automobile dealers, 4S spareparts service shops and car rental

business for almost 17 years. Mr. Hu is the founder owner of BeiJing DeRunFeng Car Rental Company Limited（北京德潤豐汽車租賃有限公司）since 2012.

As at the Latest Practicable Date, Mr. Hu did not, directly or indirectly, have any interest or underlying interest in Shares within the meaning of Part XV of the SFO.

Mr. Hu joined the Company on 3 December 2020 as a non-executive Director and the legal representative and manager of a wholly owned subsidiary of the Company in Beijing, China.

Mr. Hu has entered into an appointment letter with the Company pursuant to which he has agreed to act as a non-executive Director for an initial term of one year commencing from 3 December 2020, renewable automatically for successive terms of one year upon expiry of the then current term of his appointment, unless terminated in accordance with the terms of the appointment letter. He is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the provisions of the Articles of Association. Mr. Hu is entitled to receive a director's fee of HK$120,000 per annum (which was determined with reference to his duties and responsibilities within the Group) and such other benefits as may be determined by and, at the discretion of, the Board from time to time. For the financial year ended 31 December 2020, Mr. Hu received by way of remuneration and other emoluments the amount of HK$9,355 from the Group.

Save as disclosed above, Mr. Hu (i) did not hold any other directorship in listed public companies in the last three years before the Latest Practicable Date; (ii) does not hold any other positions with the Company; and (iii) is not connected and has no other relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders nor other information required to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules in connection with Mr. Hu's re-election.

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

Mr. An Dong, aged 50, was appointed as an independent non-executive Director since 12 March 2020. Mr. An holds a Master's Degree in Laws from the China University of Political Science and Law, and has participated in the Private Equity Investment Program of Peking University HSBC Business School. Mr. An holds a Lawyer's Licence of the People's Republic of China, and the Professional Qualifications Certificate (Intermediate Level) issued by the China General Chamber of Commerce. Mr. An has extensive experience in legal affairs in corporate and banking sector, and he is specialised in asset restructuring, equity transfer, merger and acquisition, share issuance, real estate operation and investment, private equity management, as well as financial and economic litigation. Mr. An has joined Beijing Bairui Law Firm (Shenzhen) as a partner since December 2008 and also served as general manager of Shenzhen Both Coasts Investment Management Co., Ltd. Mr. An was appointed as an independent non-executive director of Freeman FinTech Corporation Limited (Stock Code: 279) since August 2017 and Sheng Yuan Holdings Limited (Stock Code: 851) since November 2019, the shares of both of which are listed on the main board of the Stock Exchange.

Mr. An has entered into an appointment letter with the Company for an initial term of one year commencing from 12 March 2020, renewable automatically for a successive term of one year upon expiry of every term of his appointment, unless terminated in accordance with the terms of the appointment letter. Mr. An is entitled to a fixed monthly remuneration of HK$10,000, which was determined by the Board on recommendation of the Remuneration Committee with reference to his qualifications, experience, duties and responsibilities with the Company, as well as the Company's performance and the prevailing market conditions. For the financial year ended 31 December 2020, Mr. An received by way of remuneration and other emoluments the amount of HK96,000 from the Group.

Save as disclosed above, as at the Latest Practicable Date, Mr. An (i) did not have any interests in the shares of the Company which is required to be disclosed pursuant to Part XV of the SFO; (ii) did not have any relationship with any other Directors, senior management or substantial or controlling Shareholders; and (iii) did not hold any position in the Company or any of its subsidiaries.

Save as disclosed above, there are no other matters relating to the re-election of Mr. An that need to be brought to the attention of the Shareholders, nor is there any information in respect of Mr. An which is required to be disclosed under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

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

Mr. Wan ManWah, aged 53, was appointed as an independent non-executive Director since 31 March 2021. Mr. Wan is a certified public accountant (practising) in Hong Kong and is a fellow member of the Association of Chartered Certified Accountants and an associate member of the Hong Kong Institute of Certified Public Accountants. He obtained a Master of Science degree in Accounting from the Hong Kong Polytechnic University in 2006 and a Master of Science degree in Finance from City University of Hong Kong in 2011, with more than 30 years of experience in auditing, company secretarial and tax accounting. Mr. Wan was the company secretary of Anhui Tianda Oil Pipe Company Limited (Stock code: 0839.HK) from September 2008 to February 2012. He is now the shareholder and the executive director of E&W CPA Co. Limited mainly responsible for corporate auditing, company secretarial and tax consulting. Since 22 April 2021, Mr. Wan was appointed as an independent non-executive director of Rosan Resources Holdings Limited (Stock Code: 0578) whose shares are listed on the main board of the Stock Exchange.

Mr. Wan has entered into an appointment letter with the Company for an initial term of one year commencing from 31 March 2021, renewable automatically for a successive term of one year upon expiry of every term of his appointment, unless terminated in accordance with the terms of the appointment letter. Mr. Wan is entitled to a fixed monthly remuneration of HK$10,000, which was determined by the Board on recommendation of the Remuneration Committee with reference to his qualifications, experience, duties and responsibilities with the Company, as well as the Company's performance and the prevailing market conditions. No remuneration was being made to Mr. Wan for the year ended 31 December 2020.

Save as disclosed above, as at the Latest Practicable Date, Mr. Wan (i) did not have any interests in the shares of the Company which is required to be disclosed pursuant to Part XV of the SFO; (ii) did not have any relationship with any other Directors, senior management or substantial or controlling Shareholders; and (iii) did not hold any position in the Company or any of its subsidiaries.

Save as disclosed above, there are no other matters relating to the re-election of Mr. Wan that need to be brought to the attention of the Shareholders, nor is there any information in respect of Mr. Wan which is required to be disclosed under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

CHINA WOOD INTERNATIONAL HOLDING CO., LIMITED

中木國際控股有限公司

(Joint Provisional Liquidators appointed)

(For restructuring purposes only)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1822)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of China Wood International Holding Co., Limited (the "Company") will be held at 2/F, 35-45B Bonham Strand, Sheung Wan, Hong Kong on Thursday, 10 June 2021 at 11:00 a.m. to consider and, if thought fit, transact the following businesses:

AS ORDINARY BUSINESS

1. To receive and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the "Directors") and the auditors (the "Auditors") of the Company for the year ended 31 December 2020.
2. To consider the re-election of the following Directors, each as a separate resolution:
3. 1. Mr. Lyu NingJiang（呂寧江先生）as an executive Director; and
   2. Mr. Hu YongGang（胡永剛先生）as a non-executive Director; and
   3. Mr. An Dong（安東先生）as an independent non-executive Director; and
   4. Mr. Wan ManWah（溫文華先生）as an independent non-executive Director;

and to authorise the board of Directors (the "Board") to fix the remuneration of the Directors.

3. To consider the re-appointment of McMillan Woods (Hong Kong) CPA Limited as the Auditors for the year ending 31 December 2021 and to authorise the Board to fix the remuneration of the Auditors.

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NOTICE OF ANNUAL GENERAL MEETING

AS SPECIAL BUSINESS

4. To consider and, if thought fit, pass with or without amendments, each of the following resolutions as an Ordinary Resolution of the Company:

"THAT:

1. subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and all other applicable laws, the exercise by the directors (the "Directors") of the Company during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with the unissued shares (the "Shares") of HK$0.20 each in the share capital of the Company, and to make or grant offers, agreements and options (including warrants, bonds, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;
3. the aggregate number of shares in the Company allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph
   (a) above, otherwise than pursuant to:

1. a Rights Issue (as hereinafter defined in paragraph (d) below);
2. the exercise of options granted under the share option scheme or similar arrangement for the time being adopted by the Company from time to time;
3. any scrip dividend or similar arrangements providing for allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association (the "Articles of Association") of the Company and other relevant regulations in force from time to time; or

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NOTICE OF ANNUAL GENERAL MEETING

1. 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 number of Shares in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

1. for the purpose of this resolution, the "Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. 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 law of the Cayman Islands to be held; or
   3. the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

"Rights Issue" means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (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, or the requirements of, or the expenses or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong)."

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NOTICE OF ANNUAL GENERAL MEETING

5. To consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution of the Company:

"THAT:

1. subject to paragraph (b) below, the exercise by the directors (the "Directors") of the Company during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to buy-back the shares (the "Shares") of HK$0.20 each in the share capital of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the "SFC") and the Stock Exchange for such purpose, and subject to and in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Law (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (as amended, supplemented or otherwise modified from time to time) and all other applicable laws as amended from time to time in this regard, be and the same is hereby generally and unconditionally approved;
2. the aggregate number of Shares which may be bought back or agreed to be bought back by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate number of Shares in issue as at the date of the 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 date of passing of this resolution until whichever is the earliest of:
4. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any other applicable law of the Cayman Islands to be held; or
   3. the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting."

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NOTICE OF ANNUAL GENERAL MEETING

6. To consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution of the Company:

"THAT conditional upon resolutions numbered 4 and 5 above being passed, the unconditional general mandate granted to the directors (the "Directors") of the Company to allot, issue and deal with the unissued shares in the Company pursuant to resolution numbered 4 above be and it is hereby extended by the addition to the aggregate number of shares in the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Director pursuant to or in accordance with such general mandate of an amount representing the aggregate number of shares in the Company bought back by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 5 above.

	Yours faithfully
	By order of the Board
	China Wood International Holding Co., Limited
	中木國際控股有限公司
	(Joint Provisional Liquidators appointed)
	(For restructuring purposes only)
	Lyu NingJiang
	Chairman and Executive Director
Hong Kong, 26 April 2021
Registered office:	Head office and principal place
Cricket Square, Hutchins Drive	of business in Hong Kong:
P.O. Box 2681, Grand Cayman	Room 3006-3007, 30/F China Resources
KY1-1111	Building, 26 Harbour Road
Cayman Islands	Wanchai, Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint another person as his/her/ its proxy to attend and vote in his/her/its stead. A member who is the holder of two or more shares (the "Shares") in the Company may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf at the Meeting. A proxy need not be a member of the Company.
2. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Shares as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

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NOTICE OF ANNUAL GENERAL MEETING

1. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his/her/its attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised, and must be deposited with the Hong Kong branch share registrar and transfer office (the "Branch Share Registrar") of the Company, 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 fixed for holding of the Meeting (or any adjournment thereof).
2. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.
3. In relation to resolutions numbered 4 and 6 above, approval is being sought from the members of the Company for the grant to the Directors of a general mandate to authorise the allotment and issue of Shares. The Directors have no immediate plans to issue any new Shares other than Shares which may fall to be issued upon exercise of the subscription rights attached to the options granted under the share option scheme of the Company or any scrip dividend scheme which may be approved by the members of the Company.
4. In relation to resolution numbered 5 above, the Directors wish to state that they will exercise the powers conferred thereby to buy-back Shares in circumstances which they deem appropriate for the benefit of the members of the Company. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I to the circular of which this notice forms part.

As at the date of this notice, the Board comprises Mr. Lyu NingJiang (Chairman), Mr. Hu YongGang as non-executive director; and Mr. Zhao Xianming, Mr. An Dong and Mr. Wan ManWah as independent non-executive directors.

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