United Strength Power : (1) PROPOSED FINAL DIVIDEND (2) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES (3) RE-ELECTION OF RETIRING DIRECTORS AND (4) NOTICE OF THE ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker 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 United Strength Power Holdings Limited (眾誠能 源控股有限公司), you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

UNITED STRENGTH POWER HOLDINGS LIMITED

眾 誠 能 源 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2337)

1. 1. PROPOSED FINAL DIVIDEND
2. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
3. 1. RE-ELECTIONOF RETIRING DIRECTORS

AND

(4) NOTICE OF THE ANNUAL GENERAL MEETING

A notice convening an annual general meeting of United Strength Power Holdings Limited to be held at Function room, The Executive Centre, Level 35, Two Pacific Place, No. 88 Queensway, Admiralty, Hong Kong on Friday, 11 June 2021 at 3:00 p.m. is set out on pages 15 to 19 of this circular. A proxy form for use at the annual general meeting is enclosed with the notice of the annual general meeting.

Such proxy form is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.united-strength.com). Whether or not you are able to attend the annual general meeting, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the completed proxy form to the Company's branch share registrar in Hong Kong, 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 before the time appointed for holding of the annual general meeting (i.e. not later than 3:00 p.m. on Wednesday, 9 June 2021) or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish and in such event, the proxy form shall be deemed to be revoked.

29 April 2021

		CONTENTS
			Page
DEFINITIONS	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I	-	Explanatory statement on
		the Share Repurchase Mandate . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX II	-	Details of retiring directors proposed to be re-elected . . . .	11
APPENDIX III	- Notice of annual general meeting . . . . . . . . . . . . . . . . . . . . .	15

- i -

DEFINITIONS

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

the following meanings:

"AGM"	an annual general meeting of the Company to be
	convened and held at Function room, The Executive
	Centre, Level 35, Two Pacific Place, No. 88
	Queensway, Admiralty, Hong Kong on Friday, 11 June
	2021 at 3:00 p.m. or any adjournment thereof
"Articles"	the articles of association of the Company as amended
	from time to time
"Board"	the board of Directors
"close associate(s)"	has the meaning ascribed to it under the Listing Rules
"Company"	United Strength Power Holdings Limited (眾誠能源控
	股有限公司), an exempted company incorporated in
	the Cayman Islands with limited liability, the shares
	of which are listed on the Main Board of the Stock
	Exchange
"connected person(s)"	has the meaning ascribed to it under the Listing Rules
"Director(s)"	the director(s) of the Company
"General Mandates"	the Share Issue Mandate and the Share Repurchase
	Mandate
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong
	Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Latest Practicable Date"	21 April 2021, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information contained herein
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange
"RMB"	Renminbi, the lawful currency of the People's
	Republic of China

- 1 -

	DEFINITIONS
"SFO"	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong), as amended from time to
	time
"Share(s)"	ordinary share(s) of HK$0.10 each in the share capital
	of the Company
"Shareholder(s)"	holder(s) of Share(s)
"Share Issue Mandate"	the proposed general and unconditional mandate to
	be granted to the Directors to exercise the power of
	the Company to allot, issue and deal with additional
	Shares not exceeding 20% of the total number of
	issued Shares as at the date of the passing of the
	relevant resolution granting such mandate
"Share Repurchase Mandate"	the proposed general and unconditional mandate to
	be granted to the Directors to exercise the power of
	the Company to repurchase Shares on the Stock
	Exchange of up to a maximum of 10% of the total
	number of issued Shares as at the date of the passing
	of the relevant resolution granting such mandate
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Codes on Takeovers and Mergers and Share
	Buy-backs issued by the Securities and Futures
	Commission of Hong Kong, as amended from time to
	time
"%"	per cent

- 2 -

LETTER FROM THE BOARD

UNITED STRENGTH POWER HOLDINGS LIMITED

眾 誠 能 源 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2337)

Executive Directors:	Registered Office:
Mr. Zhao Jinmin (Chairman and Chief Executive Officer)	Cricket Square
Mr. Liu Yingwu	Hutchins Drive
Mr. Yuan Limin	PO Box 2681
Mr. Ma Haidong	Grand Cayman KY1-1111
	Cayman Islands
Non-executive Director
Mr. Xu Huilin	Principal Place
	of Business in the PRC:
Independent Non-executive Directors:	No. 2101, Unit 1
Ms. Su Dan	Block 23, Zone G
Mr. Lau Ying Kit	Solana 2, Erdao District
Mr. Zhang Zhifeng	Changchun,
	Jilin Province, the PRC
	Principal Place
	of Business in Hong Kong:
	Room 4310, 43/F
	China Resources Building
	26 Harbour Road
	Wanchai
	Hong Kong
	29 April 2021
To the Shareholders
Dear Sir or Madam,

1. 1. PROPOSED FINAL DIVIDEND
2. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
3. 1. RE-ELECTIONOF RETIRING DIRECTORS

AND

(4) NOTICE OF THE ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with the relevant information in respect of, among other matters, (i) the proposed final dividend; (ii) the Share Issue Mandate; (iii) the Share Repurchase Mandate; and (iv) the re-election of the retiring Directors and to give you notice of the AGM relating to, among other matters, these matters.

- 3 -

LETTER FROM THE BOARD

PROPOSED FINAL DIVIDEND

Reference is made to the final results announcement for the year ended 31 December

2020 of the Company dated 26 March 2021. The Board has recommended a final cash dividend for the year ended 31 December 2020 of HK$0.0534 per Share, which is subject to the approval of Shareholders at the AGM and compliance with the Articles and the Companies Law (2018 Revision) of the Cayman Islands. An ordinary resolution will be proposed at the AGM to approve the declaration of the final dividend.

GENERAL MANDATE TO ISSUE NEW SHARES

At the AGM, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to exercise the power of the Company to allot, issue and deal with additional Shares representing up to 20% of the total number of the issued Shares as at the date of passing of the resolution. As at the Latest Practicable Date, the total number of issued Shares was 374,502,000. Assuming that there is no change in the total number of issued Shares between the period from the Latest Practicable Date and the date of passing the resolution approving the Share Issue Mandate, the maximum number of Shares which may be issued pursuant to the Share Issue Mandate will be 74,900,400 Shares, representing 20% of the total number of issued Shares.

The Share Issue Mandate will end on 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 pursuant to the Articles or any applicable laws to be held; or (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the Shareholders in general meeting.

Subject to the passing of the following ordinary resolution regarding the Share Repurchase Mandate, an ordinary resolution will also be proposed at the AGM to authorise the Directors to exercise the power of the Company to issue new Shares in an amount not exceeding the total number of the Shares repurchased by the Company pursuant to the Share Repurchase Mandate.

The Directors wish to state that they have no immediate plan to issue any Shares pursuant to the General Mandate.

GENERAL MANDATE TO REPURCHASE SHARES

At the AGM, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to exercise the powers of the Company to repurchase issued Shares subject to the criteria set forth in this circular. In particular, Shareholders should note that the maximum number of Shares that may be repurchased pursuant to the Share Repurchase Mandate will be such number which represents 10% of the total number of issued Shares as at the date of passing of the resolution subject to the Listing Rules. The Share Repurchase Mandate will end on 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 pursuant to the Articles or any applicable laws to be held; or (iii) the revocation or variation of the authority given under

- 4 -

LETTER FROM THE BOARD

this resolution by an ordinary resolution of the Shareholders in the general meeting. As at the Latest Practicable Date, the total number of issued Shares was 374,502,000. Assuming that there is no change in the total number of issued Shares between the period from the Latest Practicable Date and the date of passing the resolution approving the Share Repurchase Mandate, the maximum number of Shares which may be repurchased pursuant to the Share Repurchase Mandate on the date of passing the resolution approving the Share Repurchase Mandate will be 37,450,200 Shares, representing 10% of total number of issued Shares.

An explanatory statement, as required under Rule 10.06(1)(b) of the Listing Rules to provide the requisite information in connection with the Share Repurchase Mandate, is set forth in Appendix I to this circular.

RE-ELECTION OF DIRECTORS

Mr. Liu Yingwu, Mr. Yuan Limin and Mr. Lau Ying Kit shall retire pursuant to Article 105 of the Articles. Mr. Ma Haidong and Mr. Xu Huilin shall retire pursuant to Article 109 of the Articles. All retiring Directors, being eligible, will offer themselves for re-election at the forthcoming AGM. Biographical details of the retiring Directors who are proposed to be re-elected at the AGM are set forth in Appendix II to this circular.

Procedure and Process for Nomination of Independent Non-executive Directors ("INEDs")

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

1. The Nomination Committee will, giving due consideration to the current composition and size of the Board, and if required, to develop a list of desirable skills, perspectives and experience at the outset to focus the search effort.
2. The Nomination Committee and/or the Board may select suitable candidates from various channels, including but not limited to recommendation from existing Directors, officers and external recruitment agents with due consideration given to the criteria which include but are not limited to: (a) character and integrity; (b) qualifications including professional qualifications, skills, knowledge and experience of their chosen fields; (c) willingness and availability to develop adequate time to discharge duties as a Board member and other directorships and significant commitments; (d) the number of existing directorships and other commitments that may demand the attention of the candidates; (e) independence of the candidates in accordance with the independence guidelines set out in the Listing Rules; (f) board diversity policy of the Company and any measureable objectives adopted by the Board for achieving diversity of the Board; and (g) such other perspectives appropriate to the Company's business.
3. The Nomination Committee may adopt any process it considers appropriate to evaluating the suitability of the candidates including but not limited to personal interviews, background checks and third party references.

- 5 -

LETTER FROM THE BOARD

1. Upon considering a candidate suitable for the directorship, the Nomination Committee will make recommendation to the Board consider and, if thought fit, approve the appointment of the appropriate candidate for directorship.
2. For any person that is nominated by shareholders in accordance with the nomination requirements for election as an INED at the general meeting of the Company, the Nomination Committee and/or the Board should evaluate such candidate based on the criteria as set out above to determine whether such candidate is qualified for directorship. Where appropriate, the Nomination Committee and/or the Board should make recommendation to shareholders in respect of the proposed election of INED at the general meeting.

AGM

Set forth on pages 15 to 19 of this circular is a notice convening the AGM at which, among other things, resolutions will be proposed to approve the Share Issue Mandate, the Share Repurchase Mandate and the re-election of the retiring Directors.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.united-strength.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company's branch share registrar in Hong Kong, 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 before the time appointed for the AGM (i.e. not later than 3:00 p.m. on Wednesday, 9 June 2021).

VOTING BY POLL

The forthcoming AGM will be held by voting of Shareholders taken by poll pursuant to Rule 13.39(4) of the Listing Rules.

RECOMMENDATION

The Directors consider that (i) the approval of final dividend; (ii) the granting of the Share Issue Mandate and the Share Repurchase Mandate; and (iii) the re-election of retiring Directors are in the best interests of the Company, the Group and the Shareholders as a whole, and would recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

- 6 -

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. 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 aspects and not misleading or deceptive, and there are no other material matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully,

For and on behalf of the Board

UNITED STRENGTH POWER HOLDINGS LIMITED

Mr. Zhao Jinmin

Chairman and chief executive officer

- 7 -

APPENDIX I	EXPLANATORY STATEMENT ON THE
	SHARE REPURCHASE MANDATE

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide all the information in relation to the Share Repurchase Mandate for your consideration.

1. LISTING RULES RELATING TO THE SHARE REPURCHASE MANDATE

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

All proposed repurchases of securities on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, 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. A maximum of 10% of the total number of issued Shares as at the date of passing the relevant resolution may be repurchased on the Stock Exchange.

2. SHARE CAPITAL

As at the Latest Practicable Date, there were 374,502,000 Shares in issue. Subject to the passing of the resolution granting the Share Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to repurchase a maximum of 37,450,200 Shares representing 10% of the total number of issued Shares as at the Latest Practicable Date.

3. REASONS FOR REPURCHASES

The Directors believe that the Share Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. 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 earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

4. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles and the applicable laws and regulations of the Cayman Islands.

It is presently proposed that any repurchase of the Shares would be made out of profits of the Company or the proceeds of a fresh issue made for the repurchase or out of capital provided that on the day immediately following the date of repurchase the Company is able to pay its debts as they fall due in the ordinary course of business.

- 8 -

APPENDIX I	EXPLANATORY STATEMENT ON THE
	SHARE REPURCHASE MANDATE

5. IMPACT OF REPURCHASES

On the basis of the financial position of the Company as at 31 December 2020 (being the date of its latest audited accounts), the Directors consider that there is no material adverse impact on the working capital or gearing position of the Company if the Share Repurchase Mandate is exercised in full during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital or the gearing level (as compared with the position disclosed in its most recent published audited accounts) which in the opinion of the Directors are from time to time appropriate for the Company.

6. GENERAL INFORMATION

None of the Directors nor, to the best of their knowledge and having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company or any of its subsidiaries, if the Share Repurchase Mandate is approved by the Shareholders.

No core connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have any present intention to sell any Shares to the Company, or have undertaken not to do so, if the Share Repurchase Mandate is approved by the Shareholders.

7. UNDERTAKING

The Directors have undertaken to the Stock Exchange that they will exercise the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Hong Kong, the Articles and the applicable laws of the Cayman Islands.

8. TAKEOVERS CODE

If as a result of a repurchase of Shares, a Shareholder 's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholders' interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 or Rule 32 of the Takeovers Code.

As at the Latest Practicable Date, according to public record, and to the best of the knowledge and belief of the Directors, Mr. Zhao Jinmin, the executive Director and chief executive officer in aggregate was beneficially interested in 209,829,240 Shares (held via Golden Truth Holdings Limited and Propitious Peak Limited, the entire issued share capital of which is solely and beneficially owned by Mr. Zhao Jinmin), representing 56.03% of the total number of issued Shares. In the event that the Directors exercise in full the power to buy back Shares in accordance with the Repurchase Mandate, the

- 9 -

APPENDIX I	EXPLANATORY STATEMENT ON THE
	SHARE REPURCHASE MANDATE

shareholding of Mr. Zhao Jinmin would be increased to 62.25% of the total number of the issued Shares. Such increase would not give rise to an obligation on the part of Golden Truth Holdings Limited and Propitious Peak Limited and parties acting in concert (as defined in the Takeovers Code) with it to make a mandatory offer under Rule 26 of the Takeovers Code.

On the basis that the issued share capital of the Company remains the same, the Directors are not aware of any consequences which may arise under Rules 26 and 32 of the Takeovers Code. The Directors do not intend to exercise the Repurchase Mandate to an extent which would, in the circumstances, trigger any potential consequences under the Takeovers Code.

9. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares had been made by the Company during the six months prior to the Latest Practicable Date.

10. SHARE PRICES

The highest and lowest prices per Share at which Shares have been traded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2020
April	5.62	5.17
May	5.86	5.18
June	6.14	5.45
July	6.20	5.46
August	5.81	5.05
September	6.10	5.12
October	7.07	5.46
November	8.15	5.98
December	10.78	7.30
2021
January	9.02	7.03
February	8.40	7.00
March	9.18	7.04
April (up to the Latest Practicable Date)	8.55	7.70

- 10 -

APPENDIX II	DETAILS OF RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED

Details of the retiring Directors proposed to be re-elected at the AGM are set out as follows:

Mr. Liu Yingwu (劉英武先生), aged 52, is an executive Director. He is primarily responsible for overseeing the operation and management of our businesses. Mr. Liu was appointed as a Director on 16 March 2017 and was redesignated as an executive director on 21 March 2017. As one of the founders of our Group, Mr. Liu has about 20 years of experience in the oil and gas industry. Mr. Liu was awarded a Bachelor degree in Industrial Engineering and Management (工業管理工程專業) from the School of Management, Jilin University of Technology (吉林工業大學) (now renamed as Jilin University (吉林大學)), the PRC, in July 1990.

Mr. Liu is currently a director of Changchun Sinogas, Jilin Chinese Petroleum Clean Energy Environmental Protection Company Limited (吉林中油潔能環保有限責任公司) and Jilin Dongkun Gas Company Limited (吉林東昆燃氣有限公司). He is also the sole director and the general manager of Liaoyuan City Hengtai Clean Energy Company Limited (遼源 市恒泰清潔能源有限公司).

Save as disclosed above, Mr. Liu has no other relationships with any other Directors, senior management of the Company or substantial or controlling Shareholders nor did Mr. Liu hold any directorship in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas during the last three years preceding the Latest Practicable Date.

Mr. Liu is the owner of the entire issued capital of Heroic Year Limited ("Heroic Year") which wholly owns Amber Heyday Limited ("Amber Heyday"). Mr. Liu holds 27,287,600 Shares, comprising (i) 17,587,600 Shares held in the name of Heroic Year ; and (ii) 9,700,000 Shares held in the name of Amber Heyday.

Save as disclosed above, Mr. Liu did not have any other interests in the Shares and underlying shares of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Mr. Liu entered into a service contract with the Company for a term of three years commencing on 1 April 2017 and subsequently for another term of three years in April 2020. which may be terminated by either party giving to the other not less than three months' written notice. Under the service contract, Mr. Liu's emoluments recorded in 2020 include directors' fees, salaries and other benefits of approximately RMB nil.

Save as disclosed above, Mr. Liu confirmed that there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

Mr. Yuan Limin (原立民先生), aged 61, is an executive Director and was appointed on 27 November 2018. He is primarily responsible for financial planning and management of our Group. Mr. Yuan has more than 30 years of valuable experience in the capital,

- 11 -

APPENDIX II	DETAILS OF RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED

investment and financial analysis, and handled more than 15 listing and fund raising projects in China and Hong Kong. Mr. Yuan is currently a director of United Strength Investment Limited and Sino Regent International Limited, which are subsidiaries of the Company. Mr. Yuan was appointed as an executive director, deputy chairman of the board and CEO of China Graphene Group Limited (stock code: 0063), a company listed on the Main Board of the Stock Exchange from November 2015 to January 2018. Mr. Yuan was also the non-executive director and chairman of Asia Fashion Holdings Limited (stock code: BQI), a company listed on the main board of the Singapore Exchange Limited, during the period from December 2013 to October 2015. Mr. Yuan was a senior business analyst with American Etech Securities Inc. from 2009 to 2012. He was the general manager of the CAD Company of the China Ministry of Aerospace from 1987 to 1998 and was an analyst with the Beijing Government's Finance office from 1982 to 1985. Mr. Yuan graduated with a Bachelor degree in Finance at the Beijing Institute of Technology, the PRC.

Save as disclosed above, Mr. Yuan has no other relationships with any other Directors, senior management of the Company or substantial or controlling Shareholders nor did Mr. Yuan hold any directorship in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas during the last three years preceding the Latest Practicable Date.

Mr. Yuan did not have any other interests in the Shares and underlying shares of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date. Mr. Yuan entered into a service contract with the Company for a term of three years commencing on 27 November 2018 which may be terminated by either party giving to the other not less than three months' written notice. Under the service contract, Mr. Yuan's emoluments recorded in 2020 include directors' fees, salaries and other benefits of approximately RMB1,171,000, which were determined with reference to his experience and qualification.

Save as disclosed above, Mr. Yuan confirmed that there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

Mr. Lau Ying Kit (劉英傑先生), aged 47, was appointed as an independent non-executive Director on 21 September 2017. Mr. Lau is currently an independent non-executive director of **Xiezhong International Holdings Limited (stock code: 3663) and **China Wood Optimization (Holding) Limited (stock code: 1885). Mr. Lau is a fellow member of the Hong Kong Institute of Certified Public Accountants and holds a Master 's degree in finance from the City University of Hong Kong. He has extensive experience in financial and accounting in China and Hong Kong.

Save as disclosed above, Mr. Lau has no other relationships with any other Directors, senior management of the Company or substantial or controlling Shareholders nor did Mr. Lau hold any directorship in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas during the last three years preceding the Latest Practicable Date.

- 12 -

APPENDIX II	DETAILS OF RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED

Mr. Lau did not have any other interests in the Shares and underlying shares of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date. The Company and Mr. Lau have signed a letter of appointment commencing on 1 September 2017 for a term of three years and subsequently for another term of three years in September 2020. which may be terminated by either party giving to the other not less than three months' written notice. Under the service contract, Mr. Lau's emoluments recorded in 2020 include directors' fees, salaries and other benefits of approximately RMB267,000, which were determined with reference to his experience and qualification.

Save as disclosed above, Mr. Lau confirmed that there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

Mr. Ma Haidong (馬海東先生), aged 41, was appointed as an executive Director on 24 August 2020. He is primarily responsible for the management and operation of the Group's petroleum refuelling business and the petroleum wholesale business, focusing on the petroleum refuelling station operation, which involves general operations, procurement and marketing affairs. Mr. Ma has over 15 years of experience in the oil and gas industry and has been serving as a director of Shenyang United Strength Investment Management Company Limited (瀋陽眾誠投資管理有限公司) since May 2017. Mr. Ma obtained a Bachelor degree in Management from Shenyang Institute of Chemical Technology (瀋陽化工學院) (now renamed as Shenyang University of Chemical Technology (瀋陽化工大學)), the PRC, in July 2004. Mr. Ma obtained the qualification as a senior economist conferred by Jilin Province Human Resources and Social Security Protection Department (吉林省人力資源和社會保障廳) in January 2011. Mr. Ma was a committee member of the Shenyang City Shenbei New District Committee of the PRC Political Consultative Conference (中國人民政治協商會議瀋陽市瀋北新區政協委員會) from February 2015 to October 2017.

Save as disclosed above, Mr. Ma has no other relationships with any other Directors, senior management of the Company or substantial or controlling Shareholders nor did Mr. Ma hold any directorship in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas during the last three years preceding the Latest Practicable Date.

Mr. Ma did not have any other interests in the Shares and underlying shares of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date. Mr. Ma entered into a service contract with the Company for a term of three years commencing on 24 August 2020 which may be terminated by either party giving to the other not less than three months' written notice. Under the service contract, Mr. Ma's emoluments recorded in 2020 include directors' fees, salaries and other benefits of approximately RMB157,000, which were determined with reference to his experience and qualification.

Save as disclosed above, Mr. Ma confirmed that there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX II	DETAILS OF RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED

Mr. Xu Huilin (徐輝林先生), aged 45, is a non-executive Director who joined our Group in March 2017. Mr. Xu was appointed as a Director on 16 March 2017 and was redesignated as a non-executive Director on 31 December 2020.

Before he joined our Group, Mr. Xu has over 15 years of experience in the oil and gas industry and finance management, including over 12 years of experience in the Sinochem Group (中國中化集團公司), which is principally engaged in, among other businesses, trading, distribution, development of sale networks of oil and gas products. Mr. Xu had been serving in various subsidiaries of the Sinochem Group and joint ventures of the Sinochem Group and TOTAL S.A., a France-based oil and gas company under various management titles as assistant general manager, deputy general manager and general manager. He was generally responsible for general management and participation in the business operation and development. Mr. Xu obtained a Bachelor degree and a Master degree in the Department of Chemical Engineering (化學工程系) from Tsinghua University (清華大學), the PRC, in July 1999 and January 2002, respectively. Mr. Xu subsequently obtained an Executive Master of Business Administration (EMBA) degree at China Europe International Business School (中歐國際工商學院), the PRC, in June 2014.

Save as disclosed above, Mr. Xu has no other relationships with any other Directors, senior management of the Company or substantial or controlling Shareholders nor did Mr. Xu hold any directorship in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas during the last three years preceding the Latest Practicable Date.

Mr. Xu did not have any other interests in the Shares and underlying shares of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date. Mr. Xu entered into a service contract with the Company for a term of three years commencing on 1 April 2017 and subsequently for another term of three years in April 2020 which may be terminated by either party giving to the other not less than three months' written notice. Under the service contract, Mr. Xu's emoluments recorded in 2020 include directors' fees, salaries and other benefits of approximately RMB1,762,000, which were determined with reference to his experience and qualification. For the redesignation as a non-executive Director, the Company has issued an appointment letter to Mr. Xu for a term of three years commencing on 31 December 2020, which may be terminated in accordance with the provisions thereof by either party giving to the other not less than three months' prior notice in writing.

Save as disclosed above, Mr. Xu confirmed that there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX III	NOTICE OF ANNUAL GENERAL MEETING

UNITED STRENGTH POWER HOLDINGS LIMITED

眾 誠 能 源 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2337)

NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of United Strength Power Holdings Limited (the "Company") will be held at Function room, The Executive Centre, Level 35, Two Pacific Place, No. 88 Queensway, Admiralty, Hong Kong on Friday, 11 June 2021 at 3:00 p.m. for the following purposes:

AS ORDINARY BUSINESS

1. To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the "Director(s)") and the independent auditors (the "Auditors") for the year ended 31 December 2020.
2. To approve and declare a final dividend of HK$0.0534 per ordinary share in the issued share capital of the Company for the year ended 31 December 2020 payable to the shareholders whose names appear on the register of members of the Company as at the close of business on 23 June 2021.
3. To consider and approve, each as a separate resolution, if thought fit, the following resolutions:
4. 1. to re-elect Mr. Liu Yingwu as an executive Director;
   2. to re-elect Mr. Yuan Limin as an executive Director;
   3. to re-elect Mr. Lau Ying Kit as an independent non-executive Director;
   4. to re-elect Mr. Ma Haidong as an executive Director;
   5. to re-elect Mr. Xu Huilin as a non-executive Director;
   6. to authorise the Board to determine the Directors' remuneration.
5. To re-appoint KPMG as the Auditors and to authorise the Board to fix their remuneration.

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APPENDIX III	NOTICE OF ANNUAL GENERAL MEETING

To consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions of the Company:

5. "THAT:

1. subject to paragraph (iii) of this resolution, and pursuant to the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the Directors during the Relevant Period (as hereinafter defined) on all the powers of the Company to allot, issue or otherwise deal with additional shares in the share capital of the Company and to make or grant offers, agreements and options which would or might require the exercise of such powers, be and the same is hereby generally and unconditionally approved;
2. the approval in paragraph (i) of this resolution shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;
3. the aggregate nominal amount of share capital 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 paragraph (i) of this resolution, otherwise than by way of
4. 1. a Rights Issue (as hereinafter defined); or (b) the exercise of or the grant of any option under any share option scheme of the Company or similar arrangement for the time being adopted for the issue or grant to officers and/or employees of the Company and/or any of its subsidiaries of shares or options to subscribe for or rights to acquire shares of the Company; or (c) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares in accordance with the articles of association of the Company in force from time to time, shall not exceed 20% of the total number of issued Shares of the Company in issue as at the date of passing of this resolution and the said approval be limited accordingly; and
5. for the purpose of this resolution:
6. 1. "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
   2. 1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

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APPENDIX III	NOTICE OF ANNUAL GENERAL MEETING

1. 1. the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders in general meeting.
2. "Rights Issue" means an offer of shares in the share capital of the Company or an offer or issue of warrants or options or similar instruments to subscribe for shares in the share capital of the Company open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares in the Company (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, or any recognized regulatory body or any stock exchange applicable to the Company)."

6. "THAT:

1. subject to paragraph (ii) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase issued shares in the share capital of the Company on the Stock Exchange or any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong (the "SFC") and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the SFC, the Stock Exchange or of any other stock exchange as amended from time to time and all applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
2. the aggregate nominal amount of issued shares of the Company which may be repurchased by the Company pursuant to the approval in paragraph (i) of this resolution during the Relevant Period shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and

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APPENDIX III	NOTICE OF ANNUAL GENERAL MEETING

1. for the purpose of this Resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
   3. the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders in general meeting."

AS SPECIAL BUSINESS

As special business, to consider and, if thought fit, pass with or without amendments, the following as ordinary resolution of the Company:

7. "THAT conditional upon resolutions No. 5 and No. 6 above being passed, the general mandate granted to the Directors to allot, issue or otherwise deal with additional shares pursuant to resolution No. 5 be and is hereby extended by the addition thereto the total number of shares of the Company repurchased by the Company under the authority granted pursuant to resolution No. 6."

By Order of the Board

UNITED STRENGTH POWER HOLDINGS LIMITED

Mr. Zhao Jinmin

Chairman and Chief Executive Officer

Hong Kong, 29 April 2021

Notes:

1. All resolution (except for procedural and administrative matters) at the AGM will be taken by poll pursuant to the Listing Rules and the results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
2. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder 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 AGM. A proxy need not be a shareholder of the Company. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.
3. In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be lodged by post or by hand at the Company's branch share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for the AGM (i.e. not later than 3:00 p.m. on Wednesday, 9 June 2021) or any adjournment thereof.

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APPENDIX III	NOTICE OF ANNUAL GENERAL MEETING

1. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the AGM and in such event, the instrument appointing a proxy shall be deemed to be revoked.
2. The register of members of the Company will be closed from Tuesday, 8 June 2021 to Friday, 11 June 2021 (both days inclusive), during which period no transfer of shares will be effected. In order to determine the identity of members who are entitled to attend and vote at the AGM to be held on Friday, 11 June 2021, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Monday, 7 June 2021.
3. Subject to the approval of shareholders at the annual general meeting, the proposed final dividend will be payable to shareholders whose names appear on the register of members of the Company on Wednesday, 23 June 2021, being the record date for determination of entitlement to the final dividend. The register of members of the Company will be closed from Monday, 21 June 2021 to Wednesday, 23 June 2021, both days inclusive, during which period no transfer of shares of the Company will be effected. In order to qualify for the proposed final dividend, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong Branch Share Registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Friday, 18 June 2021.
4. If a tropical cyclone warning signal number 8 or above is hoisted or is expected to be hoisted or a black rainstorm warning signal is in force or expected to be in force in Hong Kong at any time between 12:00 p.m. to 3:00 p.m. on the date of the AGM, the meeting will be automatically postponed to a later date. The Company will post an announcement on the websites of Hong Kong Exchanges and Clearing Limited and the Company to notify shareholders of the date, time and location of the rescheduled meeting. The AGM will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force in Hong Kong. Shareholders should in any event exercise due care and caution when deciding to attend the meeting in adverse weather conditions.

As at the date of this notice, the Board comprises four executive Directors, being Mr. Zhao Jinmin, Mr. Liu Yingwu, Mr. Yuan Limin and Mr. Ma Haidong, the non-executive Director, being Mr. Xu Huilin, and three independent non-executive Directors, being Ms. Su Dan, Mr. Lau Ying Kit and Mr. Zhang Zhifeng.

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