CNQC International : (I) PROPOSED DECLARATION OF FINAL DIVIDEND (II) RENEWAL OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES (III) RE-ELECTION OF DIRECTORS AND (IV) NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your licensed securities dealer 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 CNQC International Holdings Limited (the ''Company''), you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer 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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

CNQC INTERNATIONAL HOLDINGS LIMITED

青 建 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1240)

(I) PROPOSED DECLARATION OF FINAL DIVIDEND

(II) RENEWAL OF GENERAL MANDATES

TO ISSUE NEW SHARES AND REPURCHASE SHARES

(III) RE-ELECTION OF DIRECTORS

AND

(IV) NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of the Company to be held on 21 May 2021 (Friday) at 11:30 a.m. at 2/F (Orchid Room),The Garden Rooms, The Royal Garden, 69 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong is set out on pages 14 to 18 of this circular. Whether or not you are able to attend the annual general meeting, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the office of the Hong Kong branch share registrar and transfer office of the Company, 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 less than 48 hours (i.e. 11:30 a.m. on Wednesday, 19 May 2021) before the time appointed for holding the annual general meeting. Completion and return of the proxy form will not preclude you from attending and voting in person at the annual general meeting or any adjourned meeting thereof should you so desire.

21 April 2021

CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7

APPENDIX II - BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS

TO BE RE-ELECTED AT THE AGM . . . . . . . . . . . . . . . . . . . . . . . . 10 NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

- i -

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the annual general meeting of the Company to be held on 21 May 2021 at 11:30 a.m. at 2/F (Orchid Room),The Garden Rooms, The Royal Garden, 69 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong;

DEFINITIONS

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

''AGM''

''AGM Notice''	the notice convening the AGM set out on pages 14 to 18 of
	this circular;
''Articles''	the articles of association of the Company;
''Board''	the board of Directors;
''close associate(s)''	has the same meaning as defined in the Listing Rules;
''Company''	CNQC International Holdings Limited, a company
	incorporated in the Cayman Islands with limited liability
	and the Shares of which are listed on the Main Board of the
	Stock Exchange;
''core connected person(s)''	has the same meaning as defined in the Listing Rules;
''CPS''	the non-redeemable convertible preference shares of
	HK$0.01 each in the capital of the Company;
''Director(s)''	the director(s) of the Company;
''Group''	the Company and its subsidiaries;
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC;
''Issue Mandate''	a general and unconditional mandate proposed to be granted
	to the Directors to exercise all powers of the Company to
	allot and issue Shares set out as resolution no. 5 in the
	AGM Notice;
''Latest Practicable Date''	14 April 2021, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	for inclusion in this circular;
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange;
''Memorandum''	the memorandum of association of the Company;

	DEFINITIONS
''PRC''	the People's Republic of China, and for the purpose of this
	circular, excluding Hong Kong, the Macau Special
	Administrative Region of the People's Republic of China
	and Taiwan;
''Repurchase Mandate''	a general and unconditional mandate proposed to be granted
	to the Directors to exercise all powers of the Company to
	repurchase Shares set out as resolution no. 6 in the AGM
	Notice;
''SFO''	Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong);
''Share(s)''	ordinary share(s) of HK$0.01 each in the capital of the
	Company;
''Shareholder(s)''	holder(s) of (a) Share(s);
''Stock Exchange''	The Stock Exchange of Hong Kong Limited;
''Takeovers Code''	The Code on Takeovers and Mergers;
''HK$''	Hong Kong dollar, the lawful currency of Hong Kong; and
''%''	per cent.

• For identification purpose only

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LETTER FROM THE BOARD

CNQC INTERNATIONAL HOLDINGS LIMITED

青 建 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1240)

Executive Directors:	Registered Office:
Mr. Cheng Wing On, Michael (Chairman)	Windward 3, Regatta Office Park
Mr. Wang Congyuan (Chief Executive Officer)	PO Box 1350
Dr. Du Bo	Grand Cayman KY1-1108
Mr. Zhang Yuqiang	Cayman Islands
Non-executive Director:	Headquarters, Head Office and
Mr. Chen Anhua	Principal Place of Business in Hong Kong
	8/F, Enterprise Square Three
Independent non-executive Directors:	39 Wang Chiu Road
Mr. Ching Kwok Hoo, Pedro	Kowloon Bay
Mr. Tam Tak Kei, Raymond	Hong Kong
Mr. Chan Kok Chung, Johnny
	21 April 2021
To the Shareholders
Dear Sir or Madam,

1. PROPOSED DECLARATION OF FINAL DIVIDEND
2. 1. RENEWAL OF GENERAL MANDATES

TO ISSUE NEW SHARES AND REPURCHASE SHARES

1. RE-ELECTIONOF DIRECTORS AND

(IV) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with the AGM Notice and details of (i) the proposed declaration of a final dividend for the year ended 31 December 2020; (ii) the proposed Issue Mandate and the proposed Repurchase Mandate and the extension of the Issue Mandate by addition thereto of the number of Shares repurchased pursuant to the Repurchase Mandate; (iii) an explanatory statement regarding the Repurchase Mandate; (iv) the proposed re-election of Directors.

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LETTER FROM THE BOARD

DECLARATION OF FINAL DIVIDEND

As disclosed in the announcement of the Company dated 30 March 2021, the Board recommended the payment of a final dividend of HK$0.08 per Share and per CPS in respect of the year ended 31 December 2020 (2019: HK$0.04 per Share and per CPS) (the ''Final Dividend'').

Subject to approval by the Shareholders at the AGM, the Final Dividend will be payable on or about 22 June 2021 to the Shareholders whose names appear on the register of members of the Company on 31 May 2021 and the holders of the CPS. For the purpose of ascertaining the Shareholders' entitlement to the Final Dividend, the register of members of the Company will be closed from 27 May 2021 to 31 May 2021, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for the Final Dividend, all transfers accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on 26 May 2021.

GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES

The Company's existing mandates to issue and repurchase Shares were approved by the Shareholders on 22 May 2020. Unless otherwise renewed, the existing mandates to issue and repurchase Shares will lapse at the conclusion of the AGM.

Ordinary resolutions will be proposed at the AGM to grant to the Directors new general mandates:

1. to allot, issue and otherwise deal with new Shares with an aggregate number not exceeding 20% of the aggregate number of the issued Shares as at the date of passing the proposed resolution at the AGM; and
2. to repurchase Shares with an aggregate number not exceeding 10% of the aggregate number of the issued Shares as at the date of passing the proposed resolution at the AGM.

In addition, a separate ordinary resolution will be proposed at the AGM to add to the Issue Mandate those Shares repurchased by the Company pursuant to the Repurchase Mandate (if so granted to the Directors at the AGM).

The Directors have no present intention to exercise the Issue Mandate or the Repurchase Mandate (if granted to the Directors at the AGM).

As at the Latest Practicable Date, a total of 1,518,320,030 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued and/or repurchased by the Company prior to the AGM, the Company will be allowed to issue a maximum of 303,664,006 Shares representing 20% of the aggregate number of the issued Share as at the date of the AGM.

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LETTER FROM THE BOARD

The Issue Mandate (including the extended Issue Mandate) and the Repurchase Mandate, if granted, shall continue to be in force during the period from the date of passing of the resolutions for the approval of the Issue Mandate (including the extended Issue Mandate) and the Repurchase Mandate (as the case may be) up to the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the laws of the Cayman Islands or the Articles to be held; or (iii) the revocation or variation of the Issue Mandate (including the extended Issue Mandate) or the Repurchase Mandate (as the case may be) by an ordinary resolution of the Shareholders in general meeting.

An explanatory statement containing information regarding the Repurchase Mandate is set out in Appendix I to this circular.

RE-ELECTION OF RETIRING DIRECTORS

Each of Mr. Cheng Wing On, Michael, Mr. Wang Congyuan and Mr. Zhang Yuqiang will retire from office as Directors at the AGM. Each of them, being eligible, will offer themselves for re-election pursuant to article 108(a) of the Articles.

The nomination committee of the Company (the ''Nomination Committee''), having reviewed the Board's composition, noted that pursuant to the Articles and the nomination policy of the Board (the ''Nomination Policy''), Mr. Cheng Wing On, Michael, Mr. Wang Congyuan and Mr. Zhang Yuqiang are eligible for nomination, and recommended Mr. Cheng Wing On, Michael, Mr. Wang Congyuan and Mr. Zhang Yuqiang to the Board for the Board to recommend to the Shareholders for re-election at the AGM.

Further particulars of the Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

AGM

A notice convening the AGM to be held on 21 May 2021 (Friday) at 11:30 a.m. at 2/F (Orchid Room), The Garden Rooms, The Royal Garden, 69 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong is set out on pages 14 to 18 of this circular for the purpose of considering and, if thought fit, passing the resolutions set out therein.

In accordance with Rule 13.39(4) of the Listing Rules, a poll will be required on each of the resolutions set out in the AGM Notice.

You will find enclosed a proxy form for use at the AGM. Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours (i.e. 11:30 a.m. on Wednesday, 19 May 2021) before the time appointed for holding the AGM. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM, or any adjournment thereof, should you so wish.

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LETTER FROM THE BOARD

For the purpose of ascertaining the Shareholders' entitlement to attend and vote at the AGM, the register of members of the Company will be closed from 17 May 2021 to 21 May 2021, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the AGM, all transfers accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on 14 May 2021.

RECOMMENDATION

The Directors consider that the declaration of Final Dividend, granting of the Issue Mandate, the Repurchase Mandate and the extension of the Issue Mandate, and the re-election of the retiring Directors are in the best interests of the Company and the Shareholders. The Directors recommend that the Shareholders vote in favour of all the resolutions as set out in the AGM Notice at the AGM.

By Order of the Board

CNQC International Holdings Limited

Mr. Cheng Wing On, Michael

Chairman

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APPENDIX I	EXPLANATORY STATEMENT

This appendix includes an explanatory statement required by the Stock Exchange to be presented to the Shareholders concerning the Repurchase Mandate proposed to be granted to the Directors.

1. LISTING RULES FOR REPURCHASES OF SHARES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.

The Listing Rules provide that all proposed repurchases of shares by a company with a primary listing on the Stock Exchange must be approved by shareholders in advance by an ordinary resolution at a general meeting, either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be repurchased must be fully paid up.

2. FUNDING AND IMPACT OF REPURCHASES

Any repurchase will be made out of funds which are legally available for such purpose in accordance with the Memorandum and Articles, the Listing Rules and the applicable laws of the Cayman Islands. As compared with the financial position of the Company as at 31 December 2020 (being the date to which the latest audited accounts of the Company have been made up), the Directors consider that there would not be a material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed repurchases were to be carried out in full during the proposed repurchase period.

The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing position which in the opinion of the Directors are from time to time appropriate for the Company.

3. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares on the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/ or its earning per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

4. SHARE CAPITAL

As at the Latest Practicable Date, the total issued Shares comprised 1,518,320,030 Shares.

Subject to the passing of the relevant ordinary resolutions to approve the general mandate to repurchase Shares and on the basis and assumption that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Directors would be authorised to exercise the powers of the Company to repurchase a maximum of 151,832,003 Shares.

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APPENDIX I	EXPLANATORY STATEMENT

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and in accordance with the Memorandum and the Articles.

6. EFFECT OF THE TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (as that term is defined in the Takeovers Code), depending on the level of increase of the shareholding, 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, to the best of the knowledge and belief of the Company, Shareholders who had interests representing 5% or more of the Shares then in issued, together with the consequential changes in their respective shareholding interest if the Repurchase Mandate is exercised in full, are set out in the table below:

			Approximate %
		Approximate %	of interest
		of interest	If Repurchase
	Number of	As at the Latest	Mandate is
Name of substantial shareholder	Shares held	Practicable Date	exercised in full
Dr. Du Bo (Note)	1,082,954,392	71.33%	79.25%
China Great Wall AMC (International)
Holdings Company Limited	142,000,000	9.35%	10.39%
Sino Concord Ventures Limited	100,000,000	6.59%	7.32%

Note:

Dr. Du Bo is deemed to be interested in Shares held by Guotsing Holding Company Limited (''New Guotsing Holdco''), CNQC Development Limited and Guotsing Growth Fund LP I. New Guotsing Holdco is wholly held by Hao Bo Investments Limited, and is in turn held as to 48.55% by Top Elate Investments Limited and as to 51.45% by Bliss Wave Holding Investments Limited, a company held as to 74.53% by Hui Long Enterprises Limited which is wholly-owned by Dr. Du Bo. Top Elate Investments Limited is wholly-owned by Qingdao Qingjian Holdings Co. which in turn is held as to 99.98% by the Qingdao ZhiXinDa Enterprise Management Partnership (Limited Partnership). CNQC Development Limited is wholly-owned by New Guotsing Holdco. Guotsing Asset Management Limited, the general partner of Guotsing Growth Fund LP I, and is wholly held by Guotsing Finance Holding Limited, which is wholly-owned by New Guotsing Holdco.

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APPENDIX I	EXPLANATORY STATEMENT

Based on the table above, the Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchases made under the Repurchase Mandate. The Directors do not intend to exercise the power to repurchase Shares to an extent which would render any Shareholder or group of Shareholders obliged to make a mandatory offer under Rule 26 of the Takeovers Code. Further, as the exercise of the Repurchase Mandate may result in insufficient public float of the Company, the Directors have no intention to exercise the Repurchase Mandate to such an extent that results in a public shareholding of less than the minimum public float requirement of 25% of the total issued Shares of the Company.

7. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best knowledge and belief of the Directors, having made all reasonable enquiries, any of their respective close associates has any present intention, in the event that the proposed Repurchase Mandate is granted, to sell Shares to the Company. No core connected person of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Company is authorised to make repurchases of Shares.

8. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares has been made by the Company (whether on the Stock Exchange or otherwise) during the six months ended on the Latest Practicable Date.

9. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve months and up to the Latest Practicable Date were as follows:

	Share
	Highest	Lowest
	HK$	HK$
2020
April	0.83	0.72
May	0.82	0.72
June	0.80	0.68
July	0.70	0.55
August	0.69	0.55
September	0.68	0.62
October	0.68	0.63
November	0.82	0.55
December	0.84	0.62
2021
January	0.80	0.71
February	0.77	0.71
March	0.78	0.69
April (until the Latest Practicable Date)	0.87	0.73

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APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS TO BE RE-ELECTED AT THE AGM

Set out below are details of the proposed Directors who will retire at the conclusion of the AGM and will be proposed to be re-elected at the AGM.

EXECUTIVE DIRECTORS

Mr. Cheng Wing On, Michael

Mr. Cheng Wing On, Michael, aged 64, is an executive Director and the Chairman of the Board. He was appointed as a Director on 15 April 2011, and was the Chief Executive Officer from 11 September 2012 to 26 January 2016. He was appointed as the Chairman of the Board on 26 January 2016. He was appointed as the chairman of the nomination committee of the Company (the ''Nomination Committee'') on 26 January 2016 and the chairman of the strategy and investment committee of the Company (the ''Strategy and Investment Committee'') on 22 March 2016. Mr. Cheng resigned as the Chairman of the Strategy and Investment Committee on 31 March 2020 but continues to serve as a member. Mr. Cheng is also a director of certain subsidiaries of the Company.

Mr. Cheng has over 30 years of experience in the engineering and construction industry. Prior to establishing Sunnic Engineering Limited in May 1993, he served as a structural engineer in Sun Hung Kai Engineering Company Limited, a company principally engaged in the design business and engineering, from August 1980 to January 1982 and Leung Kee Holdings Limited, now known as Up Energy Development Group Limited (stock code: 307), a company listed on the Main Board of the Stock Exchange and principally engaged in the development and construction of coal mining and coke processing facilities from January 1983 to December 1993 with his last position serving as a managing director. He obtained his bachelor's degree of Applied Science from the University of Toronto in Toronto, Canada in June 1980.

Save as disclosed above, Mr. Cheng has not held and did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.

Save as disclosed above, as at the Latest Practicable Date, Mr. Cheng does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company. Mr. Cheng has renewed a director's service agreement with the Company as an executive Director for a term of three years commencing from 11 August 2020, which may be terminated by either the Company or Mr. Cheng by giving three months' written notice or otherwise in accordance with the terms of the director's service agreement, and subject to retirement by rotation and re-election in accordance with the Articles.

Under the service agreement entered into between the Company and Mr. Cheng, Mr. Cheng is entitled to an annual remuneration of HK$2,859,720, which was determined having considered the experience, duties and responsibilities of Mr. Cheng and the prevailing market rate of companies of comparable size and similar operation.

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APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS TO BE RE-ELECTED AT THE AGM

As at the Latest Practicable Date, Mr. Cheng held 3,000,000 share options of the Company.

Save as disclosed above, as at the Latest Practicable Date, Mr. Cheng had no interests in any Shares, underlying shares or debentures of the Company or its associated corporations (as defined under Part XV of the SFO) required to be disclosed pursuant to the SFO.

Save as disclosed above, there is no information in relation to the re-election of Mr. Cheng which is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders in respect of the re-election of Mr. Cheng.

Mr. Wang Congyuan

Mr. Wang Congyuan, aged 46, is an executive Director and the Chief Executive Officer of the Company. He was appointed as an executive Director and the Chief Executive Officer on 26 January 2016. He was appointed as a member of the remuneration committee of the Company (the ''Remuneration Committee'') on 26 January 2016 and a member of the Strategy and Investment Committee on 22 March 2016. He was appointed as the chairman of the Strategy and Investment Committee on 31 March 2020. Mr. Wang is also a director of certain subsidiaries of the Company.

Mr. Wang has over 20 years of experience in the engineering and construction industry. From September 2007 to October 2015, Mr. Wang took the positions of secretary to the board of directors, assistant to the president, the vice president and the joint chairman of 青建集團股 份公司 (Qingjian Group Co., Ltd.*) and from December 2012 to October 2015, he was the vice president and the executive vice president of Guotsing PRC. During the period from August 2012 to December 2013, he served as the president of 青建國際集團有限公司 (Qingjian International Group Co., Ltd.*). Mr. Wang was also the chairman and the chief executive officer of 青島青建地產集團有限公司 (Qingdao Qingjian Real Estate Group Co., Ltd.*) during the period from July 2014 to August 2015.

Mr. Wang is the president of Guotsing PRC, 國清金融控股有限公司 (Guotsing Finance Holding Company Ltd*), 青建集團財務有限責任公司 (Qingjian Group Finance LLC*) and 海 德邦和投資(上海)有限公司 (Haide Capital Investment (Shanghai) Co., Ltd*). He is also a director of 青建集團股份公司 (Qingjian Group Co., Ltd.*), 青島青建控股有限公司 (Qingdao Qingjian Holding Ltd.*), Hyday (South Pacific) Investment Pte. Ltd, Guotsing Holdings (South Pacific) Investment Pte. Ltd, CNQC Development Limited, Guotsing Finance Holding Ltd and Guotsing Asset Management Limited.

Mr. Wang holds a master's degree in business administration from PBC School of Finance (''五道口金融學院'') of Tsinghua University, the People's Republic of China (the ''PRC'') and holds a bachelor's degree in thermal engineering from The University of Science and Technology Beijing, PRC. He is a senior engineer and a member of the Chartered Institute of Building. Mr. Wang was accredited as 青島市最具成長性企業家 (The Entrepreneur with Highest Potential in Qingdao*) in December 2012, and was awarded 山東省富民興魯勞動獎章 (The Award for Improvement of Living Standard in Shandong Province*) in April 2014.

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APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS TO BE RE-ELECTED AT THE AGM

Save as disclosed above, Mr. Wang has not held and did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.

Save as disclosed above, as at the Latest Practicable Date, Mr. Wang does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company.

Mr. Wang has entered into a director's service agreement with the Company as an executive Director for a term of three years commencing from 26 January 2019, which may be terminated by either the Company or Mr. Wang by giving three months' written notice or otherwise in accordance with the terms of the director's service agreement, and subject to retirement by rotation and re-election in accordance with the Articles.

Under the service agreement entered into between the Company and Mr. Wang, Mr. Wang is entitled to an annual remuneration of HK$2,000,000, which was determined having considered the experience, duties and responsibilities of Mr. Wang and the prevailing market rate of companies of comparable size and similar operation.

As at the Latest Practicable Date, Mr. Wang held 1,944,916 Shares and 2,100,000 share options of the Company, and was interested in 6,189,663 CPS pursuant to the management share scheme which became effective on 15 October 2015.

Save as disclosed above, as at the Latest Practicable Date, Mr. Wang had no interests in any Shares, underlying shares or debentures of the Company or its associated corporations (as defined under Part XV of the SFO) required to be disclosed pursuant to the SFO.

Save as disclosed above, there is no information in relation to the re-election of Mr. Wang which is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders in respect of the re-election of Mr. Wang.

Mr. Zhang Yuqiang

Mr. Zhang Yuqiang, aged 59, is an executive Director of the Company. He was appointed as an executive Director on 11 April 2014 and a general manager of the Company on 22 April 2014. Mr. Zhang joined the Company on 11 April 2014 and is responsible for assisting the Chief Executive Officer in the overall operations and management of the Group. He was appointed as a member of the Remuneration Committee and a member of the Strategy and Investment Committee on 22 March 2016. Mr. Zhang is also a director of certain subsidiaries of the Company.

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APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS TO BE RE-ELECTED AT THE AGM

Mr. Zhang has more than 30 years' experience in the property construction industry. Prior to joining the Group, Mr. Zhang acted as the deputy general manager of international business division of 青建集團股份公司 (Qingjian Group Co., Ltd.*) from 2001 to 2007. During 2007 to 2012, he consecutively acted as the assistant to president of Qingjian, vice president and general manager of 青建集團股份公司阿爾及利亞分公司 (Algeria Branch Company of Qingjian*), and deputy president of the international business department and property department of 青建集團股份公司 (Qingjian Group Co., Ltd.*) and the vice-president of the Guotsing Holding Group Co., Ltd.

Mr. Zhang graduated from 山東建築工程學院 (Shandong Construction Engineering Institute*), the PRC, with a Bachelor's degree in Engineering in 1984. He obtained a Master's degree in Business Administration from Nankai University (南開大學), the PRC, in June 2010. Mr. Zhang qualified as a certified constructor of the Ministry of Construction of the PRC in November 2007.

Save as disclosed above, Mr. Zhang has not held and did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.

Save as disclosed above, as at the Latest Practicable Date, Mr. Zhang did not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company.

Mr. Zhang has renewed a director's service agreement with the Company as an executive Director for a term of three years commencing from 11 August 2020, which may be terminated by either the Company or Mr. Zhang by giving three months' written notice or otherwise in accordance with the terms of the director's service agreement, and subject to retirement by rotation and re-election in accordance with the Articles.

Under the service agreement entered into between the Company and Mr. Zhang, Mr. Zhang is entitled to an annual remuneration of HK$1,800,000, which was determined having considered the experience, duties and responsibilities of Mr. Zhang and the prevailing market rate of companies of comparable size and similar operation.

As at the Latest Practicable Date, Mr. Zhang held 502,635 Shares of the Company, and was interested in 2,010,540 CPS pursuant to the management share scheme which became effective on 15 October 2015.

Save as disclosed above, as at the Latest Practicable Date, Mr. Zhang had no interests in any Shares, underlying shares or debentures of the Company or its associated corporations (as defined under Part XV of the SFO) required to be disclosed pursuant to the SFO.

Save as disclosed above, there is no information in relation to the re-election of Mr. Zhang which is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders in respect of the re-election of Mr. Zhang.

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NOTICE OF ANNUAL GENERAL MEETING

CNQC INTERNATIONAL HOLDINGS LIMITED

青 建 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1240)

NOTICE IS HEREBY GIVEN that an annual general meeting (the ''Meeting'') of CNQC International Holdings Limited (the ''Company'') will be held on 21 May 2021 (Friday) at 11:30 a.m. at 2/F (Orchid Room),The Garden Rooms, The Royal Garden, 69 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong for considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. To receive, consider and adopt the audited consolidated accounts and reports of the directors and auditors of the Company and its subsidiaries for the year ended 31 December 2020.
2. To declare a final dividend of HK$0.08 per ordinary share (the ''Share'') and per convertible preference share of the Company (the ''CPS'') for the year ended 31 December 2020.
3. To re-appoint PricewaterhouseCoopers as auditors of the Company and to authorise the board of directors of the Company to fix their remuneration.
4. (a) To re-elect Mr. Cheng Wing On, Michael as an executive director of the Company;
5. 1. To re-elect Mr. Wang Congyuan as an executive director of the Company;
   2. To re-elect Mr. Zhang Yuqiang as an executive director of the Company;
   3. To authorise the board of directors of the Company to fix the remuneration of the directors of the Company.
6. ''THAT:
   (A) subject to paragraph (C) of this resolution below, the exercise by the directors of the Company (the ''Directors'') during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

1. the Directors be and are hereby authorised during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might or would require the exercise of such powers (including but not limited to the power to allot, issue and deal with additional shares in the capital of the Company) during or after the end of the Relevant Period;
2. the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraphs (A) and (B) of this resolution above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of any options granted under the share option scheme adopted by the Company or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to subscribe for shares in the Company; or (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in the Company in lieu of the whole or part of a dividend in accordance with the articles of association of the Company from time to time, shall not exceed 20% of the aggregate number of Shares in issue at the time of passing this resolution and the said approval shall be limited accordingly; and
3. for the purposes of this resolution:
   ''Relevant Period'' means the period from the time of the 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 laws of the Cayman Islands or the Company's articles of association to be held; or
   3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

''Rights Issue'' means an offer of shares open for a period fixed by the Directors to holders of shares on the register of members on a fixed record date in proportion to their then holdings of such shares (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 any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange).''

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NOTICE OF ANNUAL GENERAL MEETING

6. ''THAT:

1. subject to paragraph (C) of this resolution below, the exercise by the directors of the Company (the ''Directors'') during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, and that the exercise by the Directors of all powers of the Company to repurchase such shares are subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby, generally and unconditionally approved;
2. the approval in paragraph (A) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its shares at a price determined by the Directors;
3. the aggregate number of Shares repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (A) of this resolution above during the Relevant Period shall not exceed 10% of the aggregate number of Shares issued as at the time of passing this resolution and the said approval shall be limited accordingly; and
4. for the purposes of this resolution:
   ''Relevant Period'' means the period from the time of the passing of this resolution until whichever is the earliest of:
5. 1. the conclusion of the next annual general meeting of the Company unless, by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the laws of the Cayman Islands or the Company's articles of association to be held; or
   3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.''

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NOTICE OF ANNUAL GENERAL MEETING

7. ''THAT conditional upon the passing of Resolutions 5 and 6 as set out in this notice convening the Meeting of which this Resolution forms part, the general mandate granted to the directors of the Company pursuant to Resolution 5 as set out in this notice convening the Meeting of which this Resolution forms part be and is hereby extended by the addition thereto of an amount representing the aggregate number of Shares repurchased by the Company under the authority granted pursuant to Resolution 6 as set out in this notice convening the Meeting of which this Resolution forms part, provided that such amount shall not exceed 10% of the aggregate number of the issued Shares as at the date of passing this Resolution.''

By Order of the Board

CNQC International Holdings Limited

CHAN TAT HUNG

Company Secretary

Hong Kong, 21 April 2021

Notes:

1. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.
2. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.
3. To be valid, the instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours (i.e. 11:30 a.m. on Wednesday, 19 May 2021) before the time appointed for holding the Meeting or any adjournment thereof.
4. No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at the Meeting or any adjournment thereof in cases where the Meeting was originally held within 12 months from such date.
5. Where there are joint holders of any shares, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be 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.
6. Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting if the member so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.
7. An explanatory statement containing the information necessary to enable the members to make an informed decision as to whether to vote for or against the ordinary resolution no. 6 as set out in this notice is enclosed.

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NOTICE OF ANNUAL GENERAL MEETING

1. The transfer books and register of members of the Company will be closed from 17 May 2021 to 21 May 2021, both days inclusive. During such period, no share transfers will be effected. In order to qualify for attending the Meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on 14 May 2021.
2. The record date for entitlement to the proposed final dividend is 31 May 2021. For determining the entitlement to the proposed final dividend (if approved at the Meeting), the register of members will be closed from 27 May 2021 to 31 May 2021, both days inclusive. During such period, no shares transfer will be effected. In order to qualify for the proposed final dividend, all transfer of shares, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:30 p.m. on 26 May 2021. It is expected that the final dividend will be paid on or around 22 June 2021.
3. Details of each of Mr. Cheng Wing On, Michael, Mr. Wang Congyuan and Mr. Zhang Yuqiang proposed to be re-elected as a director of the Company at the Meeting are set out in Appendix II to the circular of the Company dated 21 April 2021.
4. A proxy form for use at the Meeting is enclosed.
5. BAD WEATHER ARRANGEMENTS:
   The Meeting will be held on Friday, 21 May 2021 as scheduled regardless of whether or not an amber or red rainstorm warning signal is in force in Hong Kong at any time on that day. However, if a black rainstorm warning signal or a tropical cyclone warning signal no. 8 or above or ''extreme conditions'' caused by a super typhoon is in force in Hong Kong at 8:00 a.m. on Friday, 21 May 2021, the Meeting will not be held on that day but will be automatically postponed or adjourned. The Company will post an announcement on the Company's website (www.cnqc.com.hk) and the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) to notify the Shareholders of the Company of the date, time and place of the adjourned meeting. Members may call the hotline at (852) 3163 3980 or visit the website of the Company at www.cnqc.com.hk for details of the postponement and alternative meeting arrangements. Members should make their own decision as to whether they would attend the Meeting under bad weather conditions having regard to their own situation and if they should choose to do so, they are advised to exercise care and caution.
6. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.
7. Shareholders or proxies who intend to attend the Meeting are specifically reminded to take personal protective measures and comply with the epidemic preventive and control requirements. In light of the current epidemic prevention and control and the consideration of protecting the safety and health of the Shareholders and other participants, the Company will take a series of preventive and control measures at the venue, including but not limited to the followings:
8. 1. Shareholders and other participants are required to wear masks on their own to enter the venue and wear masks throughout the Meeting;
   2. each Shareholder and other participants must undergo hand sanitisation and mandatory temperature checking at the entrance of the venue, and any person who has been recorded a body temperature of higher than 37 degrees Celsius will not be allowed to enter the venue; and
   3. no refreshment will be provided at the venue.
9. For the health and safety of all stakeholders, and in compliance with the recent guidelines for epidemic prevention and control, the Company reminds all Shareholders that it is not necessary to attend the Meeting in person for exercising the voting rights. Instead, the Shareholders may use the proxy form with voting instructions printed thereon to appoint the Chairman of the Meeting as his/her proxy to vote on the relevant resolutions at the Meeting in his/her stead.

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