Prosper One International : PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

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.

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 adviser.

If you have sold or transferred all your shares in Prosper One International Holdings Company Limited, you should at once hand this circular and the accompanying 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 transferee.

PROSPER ONE INTERNATIONAL HOLDINGS COMPANY LIMITED

富 一 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1470)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND

REPURCHASE SHARES AND

RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in the lower portion of this cover page and the inside cover page of this circular shall have the same respective meanings as those defined in the section headed ''DEFINITIONS'' of this circular.

A notice convening the 2020 AGM to be held at 6/F, Caizhi Building, Binhe New District, Dongping County, Taian City, Shandong Province, China on Friday, 16 October 2020 at 10:00 a.m. is set out on pages 15 to 20 of this circular. A form of proxy for use in connection with the 2020 AGM is enclosed with this circular. Such form of proxy is also published on the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.prosperoneintl.com). If you are not able or do not intend to attend the AGM in person but wish to exercise your right as a Shareholder, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the completed form of proxy to the Company's branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong as soon as possible but in any event, not later than 48 hours before the time appointed for holding the 2020 AGM or its adjournment. Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2020 AGM or its adjournment if you so wish. If you attend and vote at the 2020 AGM, the instrument appointing your proxy will be deemed to have been revoked.

PRECAUTIONARY MEASURES FOR THE 2020 AGM

Please refer to the notice of 2020 AGM for measures being taken to try to prevent and control the spread of the COVID-19 at the 2020 AGM, including:

. compulsory body temperature checks

. wearing of a medical facemask by each attendee

. no provision of drinks, refreshments or souvenirs

DUE TO THE CONSTANTLY EVOLVING COVID-19 PANDEMIC SITUATION, THE COMPANY MAY BE REQUIRED TO CHANGE THE 2020 AGM ARRANGEMENTS AT SHORT NOTICE. SHAREHOLDERS SHOULD CHECK THE COMPANY'S WEBSITE FOR FUTURE ANNOUNCEMENTS AND UPDATES ON THE 2020 AGM ARRANGEMENTS.

28 August 2020

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Extension of Issue Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
2020 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX I - BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS
PROPOSED FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX II - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

- i -

DEFINITIONS

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

''2020 AGM''	the AGM to be held at 6/F, Caizhi Building, Binhe New
	District, Dongping County, Taian City, Shandong Province,
	China on Friday, 16 October 2020 at 10:00 a.m. to consider
	and, if appropriate, to approve the resolutions contained in the
	notice of the meeting, which is set out on pages 15 to 20 of
	this circular, or its adjournment
''AGM''	the annual general meeting of the Company
''Annual Report''	the annual report of the Company for the Year
''Articles of Association''	the articles of association of the Company as amended,
	supplemented or otherwise modified from time to time
''Audit Committee''	the audit committee of the Board
''Audited Financial Statements''	the audited consolidated financial statements of the Group for
	the Year
''Board''	the board of Directors
''Chairman''	the chairman of the Board
''Chief Executive Officer''	the chief executive officer of the Company
''China'' or ''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
''close associate(s)''	has the meaning ascribed thereto under the Listing Rules
''Company''	Prosper One International Holdings Company Limited, an
	exempted company incorporated in the Cayman Islands with
	limited liability, whose issued Shares are listed and traded on
	the Stock Exchange (stock code: 1470)
''controlling shareholder(s)''	has the meaning ascribed thereto under the Listing Rules
''core connected person(s)''	has the meaning ascribed thereto under the Listing Rules
''COVID-19''	the novel coronavirus disease 2019
''Director(s)''	the director(s) of the Company
	- 1 -

DEFINITIONS

''Executive Director(s)''	the executive Director(s)
''Group''	the Company and its subsidiaries
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC
''INED(s)''	the independent non-executive Director(s)
''Issue Mandate''	the general and unconditional mandate proposed to be granted
	at the 2020 AGM to the Directors to allot, issue and deal with
	additional Shares not exceeding 20% of the aggregate number
	of the issued Shares as at the date of passing the resolution
	granting such mandate
''Latest Practicable Date''	25 August 2020, being the latest practicable date for
	ascertaining certain information contained herein prior to the
	printing of this circular
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange as amended, supplemented or otherwise modified
	from time to time
''Nomination Committee''	the nomination committee of the Board
''Remuneration Committee''	the remuneration committee of the Board
''Repurchase Mandate''	the general and unconditional mandate proposed to be granted
	at the 2020 AGM to the Directors to repurchase Shares during
	the relevant period not exceeding 10% of the aggregate
	number of the issued Shares as at the date of passing the
	resolution granting such mandate
''Retiring Directors''	Mr. Meng Guangyin and Mr. Tian Zhiyuan
''SFC''	the Securities and Futures Commission in Hong Kong
''SFO''	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong) as amended, supplemented or otherwise
	modified from time to time
''Share(s)''	the ordinary share(s) of nominal or par value of HK$0.01 each
	in the share capital of the Company
''Shareholder(s)''	the holder(s) of the Share(s)

- 2 -

DEFINITIONS

''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''subsidiary(ies)''	has the meaning ascribed thereto under the Listing Rules
''substantial shareholder(s)''	has the meaning ascribed thereto under the Listing Rules
''Takeovers Code''	the Codes on Takeovers and Mergers and Share Buy-backs of
	Hong Kong approved by the SFC as amended, supplemented
	or otherwise modified from time to time
''Year''	the year ended 30 April 2020
''%''	per cent

- 3 -

LETTER FROM THE BOARD

PROSPER ONE INTERNATIONAL HOLDINGS COMPANY LIMITED

富 一 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1470)
Executive Directors:	Registered Office:
Mr. Meng Guangyin	Cricket Square
(Chairman and Chief Executive Officer)	Hutchins Drive
Mr. Liu Guoqing (Chief Financial Officer)	P.O. Box 2681
Mr. Liu Jiaqiang	Grand Cayman KY1-1111
	Cayman Islands
Independent Non-executive Directors:
Mr. Tian Zhiyuan	Principal Place of Business in
Mr. Lee Chun Keung	Hong Kong:
Mr. Wang Luping	Level 43, AIA Tower
	183 Electric Road
	North Point
	Hong Kong
	28 August 2020
To the Shareholders
Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND

REPURCHASE SHARES AND

RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The Directors will propose at the 2020 AGM the resolutions for, among other matters, (i) the grant of the Issue Mandate and the Repurchase Mandate, (ii) the extension of the Issue Mandate to include the Shares repurchased under the Repurchase Mandate and (iii) the proposed re-election of the Retiring Directors.

- 4 -

LETTER FROM THE BOARD

The purpose of this circular is to give you notice of the 2020 AGM and provide you with the information regarding the above resolutions to be proposed at the 2020 AGM to enable you to make an informed decision on whether to vote for or against those resolutions.

ISSUE MANDATE

An ordinary resolution will be proposed at the 2020 AGM to grant the Issue Mandate to the Directors. Based on 800,000,000 Shares in issue as at the Latest Practicable Date and assuming that no further Shares will be issued and no Shares will be repurchased and cancelled after the Latest Practicable Date and up to the date of the 2020 AGM, the Directors will be authorised to allot, issue and deal with up to a total of 160,000,000 Shares, being 20% of the total number of the issued Shares as at the date of the resolution in relation thereto if the Issue Mandate is granted at the 2020 AGM. The Issue Mandate, if granted at the 2020 AGM, will end at the earliest of (i) the conclusion of the next AGM; (ii) the expiration of the period within which the next AGM is required to be held by the Articles of Association or any applicable laws of the Cayman Islands; and (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

REPURCHASE MANDATE

An ordinary resolution will be proposed at the 2020 AGM to grant the Repurchase Mandate to the Directors. Subject to the passing of the proposed ordinary resolution approving the grant of the Repurchase Mandate and based on 800,000,000 Shares in issue as at the Latest Practicable Date, and assuming that no further Shares will be issued and no Shares will be repurchased and cancelled after the Latest Practicable Date and up to the date of the 2020 AGM, the Company would be allowed to repurchase a maximum of 80,000,000 Shares, being 10% of the total number of the issued Shares as at the date of the resolution in relation thereto. The Repurchase Mandate, if granted at the 2020 AGM, will end at the earliest of (i) the conclusion of the next AGM; (ii) the expiration of the period within which the next AGM is required to be held by the Articles of Association or any applicable laws of the Cayman Islands; and (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

An explanatory statement in connection with the Repurchase Mandate is set out in Appendix

1. to this circular. The explanatory statement contains all the requisite information required under the Listing Rules to be given to the Shareholders to enable them to make informed decisions on whether to vote for or against the resolution approving the Repurchase Mandate.

EXTENSION OF ISSUE MANDATE TO ISSUE SHARES

Subject to the passing of the ordinary resolutions to grant the Issue Mandate and the Repurchase Mandate, an ordinary resolution will be proposed at the 2020 AGM to extend the Issue Mandate by including the number of Shares repurchased under the Repurchase Mandate.

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LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, there were three executive Directors, namely Mr. Meng Guangyin (''Mr. Meng''), Mr. Liu Guoqing and Mr. Liu Jiaqiang; and three INEDs, namely Mr. Tian Zhiyuan (''Mr. Tian''), Mr. Lee Chun Keung and Mr. Wang Luping.

Pursuant to article 84(1) of the Articles of Association provides that notwithstanding any other provisions therein, at each AGM one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years.

Pursuant to article 84(2) of the Articles of Association, the Directors to retire by rotation shall include (so far as necessary to ascertain the number of Directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been the longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected or appointed Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot. Accordingly, Mr. Meng and Mr. Tian will retire from office by rotation at the 2020 AGM and, being eligible, will offer themselves for re-election at the 2020 AGM.

Procedure and Process for Nomination of Directors

The Nomination Committee will recommend to the Board for the appointment of a Director, including an INED in accordance with the following procedures and process:

1. The Nomination Committee:
2. 1. will, giving due consideration to the current composition and size of the Board, develop a list of desirable skills, perspectives and experience at the outset to focus the search effort;
   2. may consult any source it considers appropriate in identifying or selecting suitable candidates, such as referrals from existing Directors, advertising, recommendations from a third party agency firm and proposals from the Shareholders with due consideration given to the criteria which include but are not limited to:
   3. 1. diversity in the aspects of, amongst others, gender, age, cultural and educational background, professional experience, skills, knowledge and length of service;
      2. commitment for responsibilities of the Board in respect of available time and relevant interest;
      3. • 6 -

LETTER FROM THE BOARD

1. 1. 1. qualifications, both academic and professional, including accomplishment and experience in the relevant industries in which the business(es) of the Group is/ are involved;
      2. independence (for INEDs);
      3. reputation for integrity;
      4. potential contributions that the individual can bring to the Board; and
      5. plan(s) in place for the orderly succession of the Board.
   2. may adopt any process it considers appropriate in evaluating the suitability of the candidates, such as interviews, background checks, presentations and third party reference checks;
   3. will consider a broad range of candidates who are in and outside of the Board's circle of contacts;
   4. promptly after considering a candidate's suitability for the directorship, will hold a meeting and/or by way of written resolutions to, if thought fit, approve the recommendation to the Board for appointment;
   5. will provide the relevant information of the selected candidate to the Remuneration Committee for consideration of the remuneration package of such selected candidate; and
   6. will thereafter make the recommendation to the Board in relation to the proposed appointment;
2. The Remuneration Committee will make the recommendation to the Board on the policy and structure for the remuneration where a non-executive Director is considered;
3. The Board may arrange for the selected candidate to be interviewed by the members of the Board, who are not members of the Nomination Committee and the Board will thereafter deliberate and decide the appointment as the case may be; and
4. All appointment of Directors will be confirmed by the filing of the consent to act as Director of the relevant Director (or any other similar filings requiring the relevant Director to acknowledge or accept the appointment as Director, as the case may be) to be made with the relevant regulatory authorities, if required.

- 7 -

LETTER FROM THE BOARD

Recommendations of the Nomination Committee

The Nomination Committee had assessed and reviewed the annual written confirmation of independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules received from each of the INEDs and was not aware of any event undermining the INEDs' independence and confirmed that all the INEDs, including Mr. Tian, remain independent. The Nomination Committee considers that based on the perspective, skill and experience of Mr. Tian, he can bring further contribution to the Board and its diversity. In addition, the Nomination Committee had, among other matters, evaluated the performance of each of the Retiring Directors for the Year and found their performance satisfactory. Therefore, with the recommendation of the Nomination Committee, the Board has proposed that both the Retiring Directors, namely Mr. Meng and Mr. Tian stand for re-election as Directors at the 2020 AGM. As a good corporate governance practice, each of the Retiring Directors abstained from voting at the relevant Board meeting on the respective propositions of their recommendations for re-election by the Shareholders at the 2020 AGM.

The biographical details of each of the Retiring Directors to be re-elected at the 2020 AGM are set out in Appendix I to this circular in accordance with the relevant requirements under the Listing Rules.

2020 AGM

The Company will convene the 2020 AGM at 6/F, Caizhi Building, Binhe New District, Dongping County, Taian City, Shandong Province, China on Friday, 16 October 2020 at 10:00 a.m., at which resolutions will be proposed for the purpose of considering and, if thought fit, approving, among others, (i) the grant of the Issue Mandate and the Repurchase Mandate, (ii) the extension of the Issue Mandate to include the Shares repurchased under the Repurchase Mandate and (iii) the re-election of the Retiring Directors. The notice convening the 2020 AGM is set out on pages 15 to 20 of this circular.

A form of proxy for use in connection with the 2020 AGM is enclosed with this circular and can also be downloaded from the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.prosperoneintl.com). If you are not able or do not intend to attend the 2020 AGM but wish to exercise your right as a Shareholder, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the completed form of proxy to the Company's branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong, as soon as possible but in any event, not later than 48 hours before the time appointed for holding the 2020 AGM or its adjournment (as the case may be). Completion and return of the form of proxy will not preclude any Shareholder from attending and voting in person at the 2020 AGM or its adjournment should he/she/it so wish. If the Shareholder attends and votes at the 2020 AGM, the instrument appointing the proxy will be deemed to have been revoked.

- 8 -

LETTER FROM THE BOARD

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman of the meeting, 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. Therefore, all resolutions to be proposed at the 2020 AGM and contained in the notice of the 2020 AGM will be voted by way of a poll by the Shareholders.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes the 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.

RECOMMENDATION

The Directors consider that the resolutions to be proposed at the 2020 AGM and as set out in the notice of the 2020 AGM for approving, among others, (i) the grant of the Issue Mandate and the Repurchase Mandate, (ii) the extension of the Issue Mandate to include the Shares repurchased under the Repurchase Mandate and (iii) the re-election of the Retiring Directors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the relevant resolutions to be proposed at the 2020 AGM as set out in the notice of the 2020 AGM on pages 15 to 20 of this circular.

GENERAL

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.

By order of the Board

Prosper One International Holdings Company Limited

Meng Guangyin

Chairman, Chief Executive Officer and Executive Director

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APPENDIX I	BIOGRAPHICAL DETAILS OF RETIRING
	DIRECTORS PROPOSED FOR RE-ELECTION

The following are the biographical details of the Retiring Directors who will retire as required by the Articles of Association and the Listing Rules and are proposed to be re-elected at the 2020 AGM.

MR. MENG GUANGYIN (EXECUTIVE DIRECTOR)

Mr. Meng Guangyin (孟廣銀) (''Mr. Meng''), aged 54, was appointed as our Executive Director on 7 September 2017 and as the Chairman on 28 September 2017. He has been redesignated as an Executive Director, the Chief Executive Officer and the Chairman on 1 April 2018. He is also the chairman of the Nomination Committee and a member of the Remuneration Committee.

Mr. Meng had been the chairman and the general manager of Ruixing Group Company Limited* (瑞星集團有限公司) since October 2003, and has been re-designated as the chairman and the chief executive officer since February 2013. He has more than 20 years of experience in manufacturing of biochemical products for the agricultural industry. He holds an associate degree in business administration from Shandong Economics Management College* (山東省經濟管理幹部學 院) in the PRC.

Mr. Meng had entered into a director's service contract with the Company for an initial term of one year commencing on 7 September 2017, which was renewed for one year commencing on 7 September 2018 and was further renewed for one year commencing on 7 September 2019. Under the current director's service contract, Mr. Meng is entitled to a director's fee of HK$4,800,000 per annum and is also entitled to receive salaries, allowances, benefits in kind, bonus at the discretion of the Board and contributions to employee's provident fund in relation to his employment with the Group. For the Year, the total emoluments received by Mr. Meng from the Group amounted to HK$4,800,000. Details of Mr. Meng's remuneration are set out in Note 12 to the Audited Financial Statements contained in the Annual Report. The current service contract of Mr. Meng may be terminated by not less than one month's notice served by either party on the other.

Further, Mr. Meng is the brother-in-law of Mr. Liu Guoqing, an Executive Director.

As at the Latest Practicable Date, Mr. Meng was the sole shareholder and sole director of Prosper One Enterprises Limited, a controlling shareholder of the Company, and was deemed to be interested in the 600,000,000 Shares, representing 75% of the issued share capital of the Company.

MR. TIAN ZHIYUAN (INED)

Mr. Tian Zhiyuan (田志遠 ) (''Mr. Tian''), aged 49, was appointed as an INED on 20 September 2017. Mr. Tian is also the chairman of each of the Remuneration Committee and the Audit Committee and a member of the Nomination Committee. Mr. Tian has over 20 years of working experience in the fields of accounting and audit.

* The English transliterations of the Chinese name are for identification purpose only

- 10 -

APPENDIX I	BIOGRAPHICAL DETAILS OF RETIRING
	DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Tian joined ShineWing Certified Public Accountants Jinan Branch* (信永中和會計師事務 所(特殊普通合夥)濟南分所) in September 1994 and has been the director of management consultancy department since July 2016, being responsible for the business development and technical support of consultancy service projects.

Mr. Tian obtained a diploma in financial accounting from Beijing Jiaotong University (北方交 通大學) (now known as 北京交通大學) in July 1994. Mr. Tian is a registered certified public accountant of the Chinese Institute of Certified Public Accountants.

Mr. Tian has confirmed that he meets the independence criteria as set out in Rule 3.13 of the Listing Rules.

Mr. Tian had entered into an appointment letter with the Company for an initial term of one year commencing on 20 September 2017, which was renewed for one year commencing on 20 September 2018 and was further renewed for one year commencing on 20 September 2019. Under the current appointment letter, Mr. Tian is entitled to an annual fee of HK$96,000. For the Year, the total emoluments received by Mr. Tian from the Company was HK$96,000. Details of Mr. Tian's remuneration are set out in Note 12 to the Audited Financial Statements contained in the Annual Report. The current appointment letter of Mr. Tian may be terminated by not less than one month's notice served by either party on the other.

GENERAL

1. Save as the information set out above, as at the Latest Practicable Date, none of the above Retiring Directors proposed for re-election:
2. 1. held other positions in the Company or other members of the Group;
   2. had any relationship with any existing Directors, senior management of the Company, substantial Shareholders or Controlling Shareholders;
   3. held any other directorships in any listed public company in the past three years; and
   4. had any interests in the shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.
3. The emoluments of both the Retiring Directors have been determined by the Board upon the recommendation of the Remuneration Committee on the basis of the relevant Director's experience, level of responsibilities and duties within the Group and the current market situation, and will be reviewed annually; and
4. Save as disclosed above, there is no other information relating to the re-election of each of the Retiring Directors that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules, nor is there other matter concerning them that needs to be brought to the attention of the Shareholders pursuant to Rule 13.51(2)(w) of the Listing Rules. In addition, there is no other information to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

• The English transliterations of the Chinese name are for identification purpose only

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APPENDIX II	EXPLANATORY STATEMENT

This appendix serves as an explanatory statement as required by Rule 10.06 of the Listing Rules to be given to all Shareholders relating to the resolution to be proposed at the 2020 AGM granting the Repurchase Mandate.

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their fully-paid shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

1. SHAREHOLDERS' APPROVAL

All proposed repurchase of shares on the Stock Exchange by the Company must be approved in advance by the Shareholders by an ordinary resolution of the Company, either by way of a general mandate or by a specific approval to the Directors.

2. REPURCHASE OF SECURITIES FROM CORE CONNECTED PERSONS

Under the Listing Rules, the Company is prohibited from knowingly purchasing Shares on the Stock Exchange from a core connected person.

As at the Latest Practicable Date, to the best knowledge of the Directors having made all reasonable enquiries, no core connected person of the Company has notified the Company that he/ she/it has a present intention to sell any Shares to the Company or has undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

3. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 800,000,000 Shares. Subject to the passing of the proposed ordinary resolution for the approval of the Repurchase Mandate, and assuming that no further Shares are issued and no Shares are repurchased and cancelled after the Latest Practicable Date and up to the date of passing such resolution at the 2020 AGM, the Directors would be authorised to repurchase up to a maximum of 80,000,000 Shares, representing 10% of the total number of the issued Shares as at the date of passing the relevant resolution. The Repurchase Mandate will end on the earliest of (i) the conclusion of the next AGM; (ii) the expiration of the period within which the next AGM is required to be held by the Articles of Association or any applicable laws of the Cayman Islands; and (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

4. REASONS FOR REPURCHASES

The Directors have no present intention to repurchase any Shares but consider that the Repurchase Mandate is in the interests of the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net assets value per Share and/or earnings per Share and will only be made when the Directors believe that a repurchase will benefit the Company and the Shareholders as a whole.

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APPENDIX II	EXPLANATORY STATEMENT

5. FUNDING OF REPURCHASES

Pursuant to the Repurchase Mandate, repurchases would be funded entirely from the Company's funds legally available in accordance with the laws of the Cayman Islands and the Articles of Association for such purpose.

6. IMPACT ON WORKING CAPITAL OR GEARING POSITION

An exercise of the Repurchase Mandate in full may have a material adverse impact on the working capital or gearing position of the Company when compared with that as at 30 April 2020, being the date of its latest published Audited Financial Statements. The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital or gearing position of the Company, which in the opinion of the Directors is from time to time appropriate for the Company.

7. SHARE PRICES

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

	Traded Price per Share
Month	Highest	Lowest
	HK$	HK$
2019
August	0.275	0.21
September	0.30	0.21
October	0.23	0.157
November	0.183	0.146
December	0.21	0.165
2020
January	0.209	0.158
February	0.169	0.125
March	0.148	0.116
April	0.12	0.085
May	0.119	0.091
June	0.119	0.077
July	0.13	0.086
August (up to and including the Latest Practicable Date)	0.133	0.089

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APPENDIX II	EXPLANATORY STATEMENT

8. DIRECTORS AND THEIR CLOSE ASSOCIATES

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their respective close associates, has any present intention to sell to the Company or any member of the Group any of the Shares if the Repurchase Mandate is approved at the 2020 AGM.

9. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

10. EFFECT OF THE TAKEOVERS CODE

If a Shareholder's proportionate interest in the voting rights of the Company increases as a result of the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such an 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 defined in the Takeovers Code), could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

To the best knowledge and belief of the Directors, as at the Latest Practicable Date, Prosper One Enterprises Limited, a controlling shareholder of the Company, was beneficially interested in 600,000,000 Shares. Prosper One Enterprises Limited is wholly owned by Mr. Meng Guangyin (''Mr. Meng''), an Executive Director, the Chairman and the Chief Executive Officer. Accordingly, Mr. Meng is deemed under the SFO to be interested in a total of 600,000,000 Shares, representing 75% of the total number of the issued Shares. In the event that the Directors will exercise in full the Repurchase Mandate, the proportionate shareholding interests in the Company held by Mr. Meng would be increased to approximately 83.33% of the total number of the issued Shares and such increase will not give rise to any obligation to make a mandatory offer under Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequence which may arise under the Takeovers Code as a consequence of any repurchase of Shares under the Repurchase Mandate.

Assuming that there is no issue of Shares between the Latest Practicable Date and the date of a repurchase, an exercise of the Repurchase Mandate in whole or in part will result in the aggregate amount of the issued Shares in the public hands falling below the prescribed minimum percentage of 25% as required by the Listing Rules. The Directors confirm that the Repurchase Mandate will not be exercised to such extent as may result in the amount of the Shares held by the public being reduced to less than 25% of the issued Shares.

11. SHARES REPURCHASE MADE BY THE COMPANY

No repurchase of Shares has been made by the Company (whether on the Stock Exchange or otherwise) in the twelve months immediately preceding the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

PROSPER ONE INTERNATIONAL HOLDINGS COMPANY LIMITED

富 一 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1470)

NOTICE IS HEREBY GIVEN THAT the annual general meeting of Prosper One International Holdings Company Limited (the ''Company'' and the ''2020 AGM'', respectively) will be held at 6/F, Caizhi Building, Binhe New District, Dongping County, Taian City, Shandong Province, China on Friday, 16 October 2020 at 10:00 a.m. (or the adjournment thereof) for the following purposes:

AS ORDINARY BUSINESSES

1. To consider and receive the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and independent auditor of the Company for the year ended 30 April 2020;
2. (a) To re-elect Mr. Meng Guangyin as an executive director of the Company; and
3. 1. To re-elect Mr. Tian Zhiyuan as an independent non-executive director of the Company;
4. To authorise the board of directors of the Company (the ''Board'') to fix the remuneration of the directors of the Company for the year ending 30 April 2021;
5. To re-appoint Fan, Chan & Co. Limited as the independent auditor of the Company and authorise the Board to fix their remuneration;
6. To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:
   ''THAT:
7. 1. subject to paragraph (c) of this Resolution below and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the exercise by the directors of the Company (the ''Directors'') during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company (the ''Shares'') or securities convertible into or exchangeable for Shares, or options, for similar rights to
   2. • 15 -

NOTICE OF ANNUAL GENERAL MEETING

subscribe for any Shares and to make or grant offers, agreements and options which might require the exercise of such powers, be and is hereby generally and unconditionally approved;

1. 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 during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
2. the aggregate number of the Shares allotted or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this Resolution above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any issue of Shares in lieu of the whole or part of a dividend on the Shares in accordance with the articles of association of the Company (the
   ''Articles of Association'') in force from time to time, shall not exceed 20% of the aggregate number of the Shares in issue as at the date of the passing of this Resolution and such approval shall be limited accordingly; and
3. for the purposes of this Resolution:
   ''Relevant Period'' means the period from the date 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 to be held by the Articles of Association, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated or revised from time to time) of the Cayman Islands or any other applicable laws; and
   3. the date on which the authority set out in this Resolution is revoked and varied by way of an ordinary resolution by the shareholders of the Company in general meeting;

''Rights Issue'' means an offer of Shares, or offer or issue of warrants, options or other similar instruments giving the rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion 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 expense or delay which may be involved in

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NOTICE OF ANNUAL GENERAL MEETING

determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company or any recognised regulatory body or any stock exchange applicable to the Company).''

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

''THAT:

1. subject to paragraph (b) of this Resolution below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to repurchase the issued shares of the Company (the ''Shares'') on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the ''Commission'') and the Stock Exchange for this purpose, subject to and in accordance with the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated or revised from time to time) of the Cayman Islands or any other applicable laws, the Code on Share Buy-backs approved by the Commission 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 aggregate number of the Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) of this Resolution above during the Relevant Period (as defined below) shall not exceed 10% of the aggregate number of the issued Shares as at the date of the passing of this Resolution and the authority pursuant to paragraph (a) of this Resolution shall be limited accordingly; and
3. for the purposes of this Resolution:
   ''Relevant Period'' means the period from the date 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 to be held by the articles of association of the Company, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated or revised from time to time) of the Cayman Islands or any other applicable laws; and
   3. the date on which the authority set out in this Resolution is revoked and varied by way of an ordinary resolution by the shareholders of the Company in general meeting.''
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NOTICE OF ANNUAL GENERAL MEETING

7. To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:

''THAT conditional upon Resolutions no. 5 and 6 set out in the notice convening this meeting (the ''Notice'') being passed, the general mandate granted to the directors of the Company pursuant to Resolution no. 5 set out in the Notice be and is hereby extended by the addition thereto of an amount representing the aggregate number of the issued shares in the capital of the Company (the ''Shares'') repurchased under the authority granted pursuant to Resolution no. 6 set out in the Notice, 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

Prosper One International Holdings Company Limited

Meng Guangyin

Chairman, Chief Executive Officer and Executive Director

Hong Kong, 28 August 2020

Registered Office:

Cricket Square, Hutchins Drive

P.O. Box 2681

Grand Cayman KY1-1111

Cayman Islands

Principal Place of Business in Hong Kong:

Level 43, AIA Tower

183 Electric Road

North Point

Hong Kong

Notes:

1. Any member of the Company (the ''Member'' or the ''Shareholder'') entitled to attend and vote at the 2020 AGM or its adjourned meeting (as the case may be) is entitled to appoint one (or, if he/she/it holds two or more Shares, more than one) proxy to attend and vote instead of him/her/it. A proxy needs not be a Member but must be present in person at the 2020 AGM to represent the Member. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which such proxy is so appointed.
2. Completion and return of the form of proxy will not preclude a Member from attending and voting in person at the 2020 AGM if he/she/it so wishes. In the event of a Member who has lodged a form of proxy attending the 2020 AGM in person, the form of proxy will be deemed to have been revoked.
3. In order to be valid, the duly completed and signed form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority, at the office of the Company's branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong as soon as possible but in any event, not later than 48 hours before the time appointed for holding the 2020 AGM or its adjournment.
4. • 18 -

NOTICE OF ANNUAL GENERAL MEETING

1. For determining the entitlement of the Members to attend and vote at the 2020 AGM, the register of members of the Company will be closed from Tuesday, 13 October 2020 to Friday, 16 October 2020 (both dates inclusive), during which period no transfer of Shares will be effected. To qualify for attending and voting at the 2020 AGM, non- registered Members must lodge all transfer documents, accompanied by the relevant share certificates with the Company's branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong for registration no later than 4:30 p.m. on Monday, 12 October 2020.
2. In relation to the proposed Resolution no. 2 above, Mr. Meng Guangyin and Mr. Tian Zhiyuan will retire as Directors at the 2020 AGM and, being eligible, offer themselves for re-election. Details of the above Directors are set out in Appendix I to the Company's circular dated 28 August 2020 (the ''Circular'').
3. In relation to the proposed Resolution no. 4 above, the Board concurs with the views of the audit committee of the Board and has recommended that Fan, Chan & Co. Limited be re-appointed as the independent auditor of the Company.
4. In relation to the proposed Resolution no. 5 above, approval is being sought from the Members for the grant to the Directors of a general mandate to authorise the allotment and issue of Shares under the Rules Governing the Listing of Securities on the Stock Exchange (the ''Listing Rules''). The Directors have no immediate plans to issue any new Shares.
5. In relation to the proposed Resolution no. 6 above, the Directors wish to state that they will exercise the powers conferred to repurchase the Shares only in the circumstances which they consider appropriate for the benefit of the Company and the Members as a whole. An explanatory statement containing the information necessary to enable the Members to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix II to the Circular.
6. In compliance with Rule 13.39(4) of the Listing Rules, voting on all proposed resolutions set out in this Notice will be decided by way of a poll. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
7. In case of joint holders of a Share, any one of such joint holders may vote at the 2020 AGM, either personally 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 are present at the 2020 AGM personally or by proxy, the vote of the senior holder 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 in respect of the joint holding.
8. The translation into Chinese language of this Notice is for reference only. In case of any inconsistency, the English version shall prevail.

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NOTICE OF ANNUAL GENERAL MEETING

PRECAUTIONARY MEASURES FOR THE 2020 AGM

The holding of the 2020 AGM in order to comply with the Listing Rules and the Articles of Association could potentially create a significant risk in terms of the spread of the novel coronavirus disease 2019 (the ''COVID-19'') pandemic because of large crowds coming together.

To reduce the risk of spreading the COVID-19 pandemic and for the health and safety of the attendees of the 2020 AGM, the Company wishes to remind the Shareholders and their proxies as follows:

No attendance

Those individual Shareholders who have any symptoms of a fever, an upper respiratory system disease or diarrhoea or are under any quarantine or medical surveillance requirements are advised not to attend the 2020 AGM in person.

Not later than 48 hours before the time of the 2020 AGM

1. For the health and safety of the Shareholders, the Company would like to encourage the Shareholders to exercise their right to vote at the 2020 AGM by appointing the chairman of the 2020 AGM (the ''Chairman'') as their proxy instead of attending the 2020 AGM in person. Completion and return of the proxy form will not preclude the Shareholders from attending and voting in person at the 2020 AGM or any adjournment thereof should they subsequently so wish. Shareholders may appoint the Chairman to attend and vote on their behalf by completing and depositing the forms of proxy enclosed with the Circular with the Company's branch share registrars in Hong Kong, whose address is stated below:
   Boardroom Share Registrars (HK) Limited 2103B, 21/F.,
   148 Electric Road, North Point, Hong Kong
2. Shareholders may send their questions in connection with the proposed resolutions stated in the Notice by post to Sir Kwok Siu Man KR, Company Secretary of the Company at Boardroom Corporate Services (HK) Limited, 31/F, 148 Electric Road, North Point, Hong Kong and by email to [e-mail]. If considered appropriate by the Directors at their absolute discretion, the questions will be answered firstly by the Chairman or other Directors present thereat on the floor and then answered in writing to the Shareholders concerned.

At the venue of the Meeting

1. The Company will take the body temperature of the intended attendees and refuse entry of those with a temperature of 37.1 degree Celsius or above.
2. Attendees are requested to observe good personal hygiene at all times at the 2020 AGM venue and alcohol rubs or hand sanitiser will be provided for use.
3. Attendees must wear medical facemasks throughout the 2020 AGM and sit at a distance from other attendees and those not wearing medical facemasks may be denied entry to the 2020 AGM venue. Please note that no medical facemask will be provided at the 2020 AGM venue and attendees should bring and wear their own medical facemasks.
4. No drinks, refreshments or souvenirs will be provided.
5. Attendees who do not comply with the precautionary measures (i) to (iii) above or have been found to have the symptom(s) of a fever, an upper respiratory system disease or diarrhoea or be obeying a quarantine or medical surveillance order may be denied entry to the 2020 AGM venue at the absolute discretion of the Company as permitted by law.

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