Green Leader : Notice of Special General Meeting

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GREEN LEADER HOLDINGS GROUP LIMITED ၠჯછٰණྠϞࠢʮ̡

(Incorporated in Bermuda with limited liability)

(Stock code: 61)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the "SGM") of the shareholders (the "Shareholders") of Green Leader Holdings Group Limited (the "Company") will be held at Units 2001-2, 20th Floor, Li Po Chun Chambers, 189 Des Voeux Road Central, Hong Kong on Monday, 30 July 2018 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. "THAT

• (a) the subscription agreement (the "First Subscription Agreement") dated 1 June 2018 and entered into between the Company as issuer and China OEPC Limited as subscriber (the "China OEPC") in relation to the issue of unlisted convertible notes (the "First Convertible Notes") in the principal amount of HK$380,000,000 by the Company (a copy of the First Subscription Agreement having been produced to the SGM and marked "A" and initialled by the chairman of the SGM for the purpose of identification), and the transactions contemplated thereunder (including but not limited to the issue of the First Convertible Notes and the allotment and issue of the conversion shares (the "Conversion Shares") upon exercise of conversion rights attaching to the First Convertible Notes) be and are hereby approved, confirmed and ratified;

• (b) the board of directors of the Company (the "Directors") be and is hereby granted a specific mandate to allot and issue the Conversion Shares upon exercise of the conversion rights attached to the First Convertible Notes in accordance with the terms and conditions of the First Convertible Notes; and

TU 1SPPG

Date: 07/07/2018 (04:40)Translator: Harvest Job Type: SGM AnnCompany Name: Project Fresh (A) File name: E180711615Ann

(c) any one or more Directors be and are hereby authorised to sign, execute, perfect, deliver and do all such documents, deeds, acts, matters and things, as the case may be, as they may in their discretion consider necessary, desirable or expedient to carry out and implement the First Subscription Agreement, the First Convertible Notes and the transactions contemplated thereunder into full effect and to agree to such variation, amendment or waiver as are in the reasonable opinion of the Directors in the interests of the Company and its shareholders as a whole provided that such variation, amendment or waiver shall not be fundamentally different from the terms as provided in the First Subscription Agreement."

2. "THAT

• (a) the subscription agreement (the "Second Subscription Agreement") dated 1 June 2018 and entered into between the Company as issuer and Ms. Hao Ting as subscriber ("Ms. Hao") in relation to the issue of unlisted convertible notes (the "Second Convertible Notes") in the principal amount of HK$15,000,000 by the Company (a copy of the Second Subscription Agreement having been produced to the SGM and marked "B" and initialled by the chairman of the SGM for the purpose of identification), and the transactions contemplated thereunder (including but not limited to the issue of the Second Convertible Notes and the allotment and issue of the Conversion Shares upon exercise of conversion rights attaching to the Second Convertible Notes) be and are hereby approved, confirmed and ratified;

• (b) the board of the Directors be and is hereby granted a specific mandate to allot and issue the Conversion Shares upon exercise of the conversion rights attached to the Second Convertible Notes in accordance with the terms and conditions of the Second Convertible Notes; and

• (c) any one or more Directors be and are hereby authorised to sign, execute, perfect, deliver and do all such documents, deeds, acts, matters and things, as the case may be, as they may in their discretion consider necessary, desirable or expedient to carry out and implement the Second Subscription Agreement, the Second Convertible Notes and the transactions contemplated thereunder into full effect and to agree to such variation, amendment or waiver as are in the reasonable opinion of the Directors in the interests of the Company and its shareholders as a whole provided that such variation, amendment or waiver shall not be fundamentally different from the terms as provided in the Second Subscription Agreement."

By order of the Board

GREEN LEADER HOLDINGS GROUP LIMITED

Zhang Sanhuo

Chairman

Hong Kong, 10 July 2018

TU 1SPPG	Translator: Harvest	Company Name: Project Fresh (A)
Date: 07/07/2018 (04:40)	Job Type: SGM Ann	File name: E180711615Ann

Registered office:	Head office and principal place of
Clarendon House	business in Hong Kong:
2 Church Street	Units 2001-2, 20th Floor
Hamilton HM11	Li Po Chun Chambers
Bermuda	189 Des Voeux Road Central
Hong Kong
Notes:

• 1. Any Shareholder entitled to attend and vote at the SGM shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a Shareholder. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.

• 2. The form of 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. Delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the SGM and in such event, the form of proxy shall be deemed to be revoked.

• 4. Where there are joint Shareholders, any one of such joint Shareholder may vote, either in person or by proxy, in respect of such Shares as if he were solely entitled thereto, but if more than one of such joint Shareholders be present at the SGM, 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 Shareholders, and for this purpose seniority shall be determined by the order in which the names stand in the register of Shareholders in respect of the joint holding.

• 5. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the office of the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22,

  Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and, in any event, so as to be received no later than Thursday, 26 July 2018 at 11:00 a.m. (Hong Kong time). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting thereof should you so wish.

As at the date of this notice, Mr. Zhang Sanhuo and Mr. Tse Michael Nam are the executive Directors, Mr. Zou Chengjian is the non-executive Director, and Ms. Leung Yin Fai, Mr. Leung Po Wing, Bowen Joseph GBS, JP and Mr. Zhou Chunsheng are the independent non-executive Directors.

TU 1SPPG	Translator: Harvest	Company Name: Project Fresh (A)
Date: 07/07/2018 (04:40)	Job Type: SGM Ann	File name: E180711615Ann