VPower International : PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS, GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES 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 you should take, 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 VPower Group International Holdings Limited (the ''Company''), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank manager, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

The Chinese translation of this circular is for reference only and in case of any inconsistency, the English version shall prevail.

VPOWER GROUP INTERNATIONAL HOLDINGS LIMITED

偉 能 集 團 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1608)

PROPOSALS FOR

RE-ELECTION OF RETIRING DIRECTORS,

GENERAL MANDATES TO ISSUE NEW SHARES AND

REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Units 2701-05, 27/F, Office Tower 1, The Harbourfront, 18-22 Tak Fung Street, Hung Hom, Kowloon, Hong Kong on Friday, 11 June 2021 at 11:00 a.m. is set out on pages 15 to 19 of this circular.

Whether or not you are able to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

27 April 2021

CONTENTS

		Page
Precautionary Measures for Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Definitions .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
General Mandates to Issue New Shares and Repurchase Shares . . . . . . . . . . . . . . . . . . . . . .	5
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	- Particulars of Retiring Directors Standing for Re-election . . . . . . . . . . . .	8
Appendix II	- Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . . . . . . .	12
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

- i -

PRECAUTIONARY MEASURES FOR ANNUAL GENERAL MEETING

The Company wishes to emphasise that attendees' health and safety are its primary concern. In view of the outbreak and spreading of COVID-19, the Company will implement certain precautionary measures for the AGM, including but not limited to, requiring all attendees to (i) have a body temperature check at the entrance of the AGM venue before registering at the reception; (ii) complete a health declaration form to provide their contact details (e.g. name in full, identification document number, telephone number and residential address, etc.) and declare whether they have travelled outside of Hong Kong within 21 days immediately prior to the AGM; have stayed in the same household with any person who has returned to Hong Kong within 21 days immediately prior to the AGM and is subject to the compulsory quarantine regulation prescribed by the Hong Kong Government; and (iii) wear surgical face masks before they are permitted to enter into the AGM venue and throughout the AGM. Should anyone seeking to attend the AGM decline to follow the Company's precautionary measures or be found to have body temperature reading of

37.3 degrees Celsius or higher or other common coronavirus symptoms such as cough or other respiratory symptoms or otherwise unwell; and/or had close contact with any person who has been diagnosed with COVID-19, the Company reserves the right to refuse such person's admission to the AGM venue.

As additional precautionary measures and with a view to avoiding close contact amongst attendees, seating will be arranged as spacious as possible and no refreshment will be served at the AGM.

In light of the above precautionary measures, Shareholders intending to attend the AGM in person are suggested to arrive at the AGM venue in advance of the scheduled time of the AGM to ensure that they have sufficient time to complete the registration process.

As an alternative to attending the AGM in person, the Company strongly encourages and recommends Shareholders to appoint the chairman of the AGM as their proxy to vote on their behalf at the AGM.

In the event that the coronavirus situation deteriorates and the Company is required to change the AGM arrangements, further announcement will be made to notify the Shareholders. Shareholders are advised to check the Company's website (http://www.vpower.com) and the website of the Stock Exchange (www.hkexnews.hk) for future announcements in relation to the updates on the AGM arrangement (if any).

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DEFINITIONS

In this circular, except where the context otherwise requires, the following expressions shall have the following meanings:

''AGM''	the annual general meeting of the Company to be held at Units
	2701-05, 27/F, Office Tower 1, The Harbourfront, 18-22 Tak
	Fung Street, Hung Hom, Kowloon, Hong Kong on Friday, 11
	June 2021 at 11:00 a.m. or any adjournment thereof, notice of
	which is set out on pages 15 to 19 of this circular
''Articles of Association''	the articles of association of the Company, as amended from
	time to time
''Board''	the board of Directors
''Companies Law''	the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated
	and revised) of the Cayman Islands as amended, supplemented
	or otherwise modified from time to time
''Company''	VPower Group International Holdings Limited (偉能集團國際
	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

''Director(s)''

''Group''

''HK$''

''Hong Kong''

''Latest Practicable Date''

the director(s) of the Company

the Company and its subsidiaries

Hong Kong dollars, the lawful currency of Hong Kong

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

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, as amended from time to time
''Option(s)''	an option or right to purchase Shares under the pre-IPO share
	option scheme of the Company, adopted pursuant to a
	resolution of the Shareholders on 24 October 2016
''SFO''	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong), as amended from time to time

- 2 -

DEFINITIONS

''Share(s)''	the ordinary share(s) of HK$0.10 each in the share capital of
	the Company
''Shareholder(s)''	holder(s) of the Share(s)
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Takeovers Code''	The Hong Kong Code on Takeovers and Mergers
''%''	per cent

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LETTER FROM THE BOARD

VPOWER GROUP INTERNATIONAL HOLDINGS LIMITED

偉 能 集 團 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1608)
Executive Directors:	Registered Office:
Mr. Lam Yee Chun (Executive Chairman)	Cricket Square
Mr. Lee Chong Man Jason (Co-Chief Executive Officer)	Hutchins Drive
Mr. Au-Yeung Tai Hong Rorce (Co-Chief Executive Officer)	PO Box 2681
Mr. Lo Siu Yuen (Chief Operation Officer)	Grand Cayman
	KY1-1111
Non-Executive Directors:	Cayman Islands
Ms. Chan Mei Wan (Vice Chairwoman)
Mr. Kwok Man Leung	Head Office and Principal
	Place of Business in
Independent Non-Executive Directors:	Hong Kong:
Mr. David Tsoi	Units 2701-05, 27/F
Mr. Yeung Wai Fai Andrew	Office Tower 1
Mr. Suen Wai Yu	The Harbourfront
	18-22 Tak Fung Street
	Hung Hom
	Kowloon
	Hong Kong
	27 April 2021
To the Shareholders and, for information only,
holders of Options of the Company
Dear Sir or Madam,

PROPOSALS FOR

RE-ELECTION OF RETIRING DIRECTORS,

GENERAL MANDATES TO ISSUE NEW SHARES AND

REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you notice of the AGM, and information on (a) re-

election of retiring Directors; and (b) grant of General Mandates to be dealt with at the AGM.

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LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 84 of the Articles of Association, Mr. Lo Siu Yuen, Ms. Chan Mei Wan and Mr. David Tsoi will retire from office as Directors at the forthcoming AGM. All of them, being eligible, have offered themselves for re-election.

In accordance with the nomination procedure of the Company, the nomination committee of the Company (the ''Nomination Committee'') has reviewed the biographies of Mr. David Tsoi, an Independent Non-Executive Director of the Company. Mr. Tsoi has been a certified public accountant since September 1981 with over 34 years of experience in accounting, auditing and financial management. Taking into consideration his knowledge, experience, capability and various diversity aspects as set out in the board diversity policy of the Company, the Nomination Committee is of the view that Mr. Tsoi will continue to contribute to the Board with his perspectives, skills and experience. In addition, Mr. Tsoi has confirmed his independence pursuant to the independence guidelines set out in Rule 3.13 of the Listing Rules.

The Board, through the assessment and recommendation by the Nomination Committee, is of the view that Mr. Tsoi is independent in accordance with the independence guidelines set out in the Listing Rules and believes that Mr. Tsoi will continue to demonstrate his ability to provide professional and independent view to the Company's affairs and thus recommends him for reelection at the AGM.

The biographical details of Mr. Lo Siu Yuen, Ms. Chan Mei Wan and Mr. David Tsoi are set out in Appendix I to this circular.

GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES

At the annual general meeting of the Company held on 29 June 2020, ordinary resolutions were passed to grant the general mandates to the Directors to issue Shares and to repurchase Shares. Such general mandates will expire at the conclusion of the AGM. Ordinary resolutions will be proposed at the AGM to grant to the Directors (a) a general mandate to allot, issue and deal with Shares not exceeding 20% of the total issued Shares as at the date of passing such resolution (the ''Issue Mandate''); (b) a general mandate to repurchase Shares not exceeding 10% of the total issued Shares as at the date of passing such resolution (the ''Repurchase Mandate''); and (c) to extend the number of Shares which can be allotted, issued and dealt with under the Issue Mandate by including the number of Shares which are purchased by the Company under the Repurchase Mandate (the ''Extension'').

As at the Latest Practicable Date, there were 2,646,915,000 Shares in issue. Subject to the passing of the proposed resolutions for the Issue Mandate and on the basis that no Shares are allotted, issued and dealt with or repurchased by the Company prior to the AGM, the Directors will be authorised to allot, issue and deal with 529,383,000 Shares under the Issue Mandate and to repurchase 264,691,500 Shares under the Repurchase Mandate.

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LETTER FROM THE BOARD

The Directors propose to seek the approval of the Shareholders for the granting to the Directors the Issue Mandate, the Repurchase Mandate and the Extension (together, the ''General Mandates'') at the AGM.

The Issue Mandate provides Directors with flexibility to issue Shares in fund raising exercise(s) or to issue and allot Shares to satisfy payment of purchase price in acquisition(s) of the Company. However, the Directors currently have no intention to issue new Shares for fund raising exercises or other transactions.

An explanatory statement providing all the information required under the Listing Rules concerning the Repurchase Mandate is set out in Appendix II to this circular.

The Directors believe that it is in the interests of the Company and the Shareholders as a whole that the General Mandates are granted at the AGM.

ANNUAL GENERAL MEETING

A notice convening the AGM is set out on pages 15 to 19 of this circular at which resolutions will be proposed to approve, inter alia, (i) the re-election of retiring Directors; and (ii) grant of the General Mandates.

A form of proxy for use by the Shareholders at the AGM is enclosed. Whether or not you intend to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

None of the Shareholders is required to abstain from voting at the AGM pursuant to the Listing Rules and/or the Articles of Association.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting except for a vote on procedural or administrative matters must be taken by poll. The Chairman of the AGM will therefore put each of the resolutions to be proposed at the AGM to be voted by way of a poll pursuant to Article 66 of the Articles of Association.

After the closure of the AGM, the poll results will be published on the Company's website at www.vpower.com and the website of the Stock Exchange at www.hkexnews.hk.

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LETTER FROM THE BOARD

RECOMMENDATION

The Board is pleased to recommend Mr. Lo Siu Yuen, Ms. Chan Mei Wan and Mr. David Tsoi to stand for re-election as Directors by the Shareholders. Their biographies are set out in Appendix I for the Shareholders' consideration. The Board also believes that the re-election of the retiring Directors and the grant of the General Mandates are in the best interest of the Company and the Shareholders as a whole, and accordingly recommends the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

Yours faithfully,

By Order of the Board

Lam Yee Chun

Executive Chairman

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APPENDIX I PARTICULARS OF RETIRING DIRECTORS STANDING FOR RE-ELECTION

The biographical and other details of the retiring Directors standing for re-election at the AGM are set out below:

Mr. Lo Siu Yuen, aged 50, joined the Group in September 2011 and was appointed as an Executive Director of the Company on 26 April 2016. He is also the Chief Operation Officer of the Group and a director of various subsidiaries of the Company. Mr. Lo is responsible for human resources planning of the Group, formulating overall corporate strategies and policies in relation to the project functional operation and overseeing ongoing project functional business operations including procurement and logistics.

Mr. Lo has been a certified public accountant since July 1998 with over 24 years of experience in accounting, auditing, and financial management. He had served as various managerial, consultant, compliance and/or auditing roles from 1994 to 2011 including as the senior consultant of various consultant companies between February 2008 and August 2011, as a compliance officer of CITIC-Prudential Life Insurance Company Limited from January 2006 to December 2007, as the assistant compliance manager and compliance manager of American International Assurance Company (Bermuda) Limited from January 2003 to January 2006. Mr. Lo joined Hong Kong Exchanges and Clearing Limited in June 2001 and was an assistant manager of the group international audit business unit prior to his departure in January 2003. He worked for First Pacific Bank Limited from December 1999 to May 2001 with his last position being a manager and was an associate and senior associate of PricewaterhouseCoopers Ltd. from April 1997 to December 1999. Mr. Lo also practiced audits and accountancy in W. M. Sum & Co. from September 1994 to March 1997.

Mr. Lo obtained a master of science in computer science from Victoria University of Technology in February 2004 and bachelor of business administration in applied economics from Hong Kong Baptist University in December 1994.

As at the Latest Practicable Date, Mr. Lo held 16,736,463 Shares and was granted the Options to subscribe for 260,000 Shares, representing approximately 0.63% and 0.01% of the issued share capital of the Company, respectively. Save as disclosed herein, Mr. Lo did not have any interest in the Shares or the underlying Shares pursuant to Part XV of the SFO as at the Latest Practicable Date.

Mr. Lo has entered a director's service agreement with the Company for a term commencing from 24 November 2019 to 31 December 2021 and is subject to retirement by rotation and reelection at annual general meetings of the Company in accordance with the Articles of Association. Mr. Lo is entitled to a director's fee of HK$216,000 per annum. Mr. Lo's director's fee was determined with reference to the prevailing market and employment conditions, directors' fees of comparable companies, his duties and responsibilities and the time commitment by him as a Director.

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APPENDIX I PARTICULARS OF RETIRING DIRECTORS STANDING FOR RE-ELECTION

Save as disclosed above, Mr. Lo does not hold (i) any position with the Company or any of its subsidiaries; (ii) any directorship in any other public companies with securities of which are listed on any securities market in Hong Kong or overseas in the last three years; or (iii) any other major appointments and professional qualifications, nor does he have any relationship with any Directors or senior management or substantial shareholder or controlling shareholder of the Company. There are no other matters that need to be brought to the attention of the Shareholders in respect of Mr. Lo's re-election nor is there other information required to be disclosed pursuant to any of the requirements under Rule 13.51(2) of the Listing Rules.

Ms. Chan Mei Wan, aged 48, joined the Group in June 2001 and was appointed as a Non- Executive Director of the Company on 26 April 2016. She is the Vice Chairwoman of the Group and a member of the Company's Audit Committee and Remuneration Committee, and a director of certain subsidiaries of the Company. Through assisting Mr. Lam Yee Chun (''Mr. Lam'') and Mr. Lee Chong Man Jason, she was heavily involved in the founding of the Group. Ms. Chan is responsible for advising on key human resources and financial matters and performing her duties as a Non-Executive Director through the Board, the Audit Committee and the Remuneration Committee.

Ms. Chan has more than 19 years of experience in entrepreneurship, general management, corporate administration and human resources. Ms. Chan supported Mr. Lam's power generation system business since its founding and worked closely with Mr. Lam to expand the Group's business. She also assisted in the setup of the current operation system, corporate reorganisation and staff welfare scheme.

Ms. Chan is the spouse of Mr. Lam, the Executive Chairman of the Group.

As at the Latest Practicable Date, Ms. Chan held 390,000 Shares, representing approximately 0.01% of the issued share capital of the Company; Mr. Lam held 1,548,000 Shares, representing approximately 0.06% of the issued share capital of the Company. As Mr. Lam directly holds the entire issued share capital of Sunpower Global Limited which holds approximately 58.87% of the total issued share capital of Konwell Developments Limited (''Konwell''); Konwell holds the entire issued share capital of Energy Garden Limited, Mr. Lam is deemed to have interest in 1,816,111,881 Shares held by Energy Garden Limited. Under the SFO, Ms. Chan is deemed to have interest in the same number of Shares in which Mr. Lam is interested. Ms. Chan directly holds the entire issued share capital of Classic Legend Holdings Limited which holds approximately 20.57% of the total issued share capital of Konwell. Save as disclosed herein, Ms. Chan did not have any interest in the Shares or the underlying Shares pursuant to Part XV of the SFO as at the Latest Practicable Date.

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APPENDIX I PARTICULARS OF RETIRING DIRECTORS STANDING FOR RE-ELECTION

Ms. Chan has entered into a letter of appointment with the Company for a term commencing from 24 November 2019 to 31 December 2021 and is subject to retirement by rotation and reelection at annual general meetings of the Company in accordance with the Articles of Association. Ms. Chan is entitled to a director's fee of HK$216,000 per annum. Ms. Chan's director's fee was determined with reference to the prevailing market and employment conditions, directors' fees of comparable companies, her duties and responsibilities of the Directors and the time commitment by her as a Director.

Save as disclosed above, Ms. Chan does not hold (i) any position with the Company or any of its subsidiaries; (ii) any directorship in any other public companies with securities of which are listed on any securities market in Hong Kong or overseas in the last three years; or (iii) any other major appointments and professional qualifications, nor does she have any relationship with any Directors or senior management or substantial shareholder or controlling shareholder of the Company. There are no other matters that need to be brought to the attention of the Shareholders in respect of Ms. Chan's re-election nor is there other information required to be disclosed pursuant to any of the requirements under Rule 13.51(2) of the Listing Rules.

Mr. David Tsoi, aged 73, was appointed as an Independent Non-Executive Director of the Company on 24 October 2016. He is also the Chairman of the Company's Audit Committee and a member of the Nomination Committee.

Mr. Tsoi has been a director of Alloitt, Tsoi CPA Limited since January 2006. He has been a certified public accountant since September 1981 with over 34 years of experience in accounting, auditing and financial management. Mr. Tsoi is a certified public accountant registered at the Hong Kong Institute of Certified Public Accountants and a certified tax adviser registered at the Taxation Institute of Hong Kong; and has been a fellow of the Association of Chartered Certified Accountants since September 1981; a fellow of the Institute of Chartered Accountants in England & Wales since May 2015; a member of the Society of Chinese Accountants & Auditors since April 1987 and a fellow since December 2015; a fellow of the CPA Australia since November 2009; and a member of the Chartered Professional Accountants of British Columbia, Canada since June 2015. He obtained a master of business administration in October 1986 from the University of East Asia Macau (currently known as University of Macau).

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APPENDIX I PARTICULARS OF RETIRING DIRECTORS STANDING FOR RE-ELECTION

Mr. Tsoi was an independent non-executive director of Loto Interactive Limited (listed on the Hong Kong Stock Exchange, stock code: 8198) from October 2001 to July 2017; CRRC Corporation Limited (listed on the Hong Kong Stock Exchange, stock code: 1766) from March 2008 to June 2014; Enviro Energy International Holdings Limited (listed on the Hong Kong Stock Exchange, stock code: 1102) from July 2008 to June 2017; Anxin-China Holdings Limited (the listing of its shares on the Hong Kong Stock Exchange (stock code: 1149) was withdrawn on 20 December 2018) from February 2017 to May 2017. He has been an independent non-executive director of Universal Technologies Holdings Limited (listed on the Hong Kong Stock Exchange, stock code: 1026) since June 2013; Guru Online (Holdings) Limited (listed on the Hong Kong Stock Exchange, stock code: 8121) since May 2014; Green International Holdings Limited (listed on the Hong Kong Stock Exchange, stock code: 2700) since June 2017; Tianli Holdings Group Limited (listed on the Hong Kong Stock Exchange, stock code: 117) since August 2017; and Everbright Grand China Assets Limited (listed on the Hong Kong Stock Exchange, stock code: 3699) since January 2018.

Mr. Tsoi has entered into a letter of appointment with the Company for a term commencing from 24 November 2019 to 31 December 2021 and is subject to retirement by rotation and reelection at annual general meetings of the Company in accordance with the Articles of Association. Mr. Tsoi is entitled to a director's fee of HK$216,000 per annum. Mr. Tsoi's director's fee was determined with reference to the prevailing market and employment conditions, directors' fees of comparable companies, his duties and responsibilities and the time commitment by him as a Director.

As at the Latest Practicable Date, Mr. Tsoi did not have any interest in the Shares or the underlying Shares pursuant to Part XV of the SFO.

Save as disclosed above, Mr. Tsoi does not hold (i) any position with the Company or any of its subsidiaries; (ii) any directorship in any other public companies with securities of which are listed on any securities market in Hong Kong or overseas in the last three years; or (iii) any other major appointments and professional qualifications, nor does he have any relationship with any Directors or senior management or substantial shareholder or controlling shareholder of the Company. There are no other matters that need to be brought to the attention of the Shareholders in respect of Mr. Tsoi's re-election nor is there other information required to be disclosed pursuant to any of the requirements under Rule 13.51(2) of the Listing Rules.

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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This is the explanatory statement given to the Shareholders relating to the Repurchase Mandate proposed to be passed by the Shareholders by means of an ordinary resolution at the AGM. This explanatory statement contains the information required under Rule 10.06 of the Listing Rules,

Share capital

. As at the Latest Practicable Date, there were in issue a total of 2,646,915,000 Shares of nominal value of HK$0.10 each, all of which are fully paid.

. Under the Repurchase Mandate, the number of Shares that the Company may repurchase shall not exceed 10% of the share capital of the Company in issue on the date the resolution granting the Repurchase Mandate is passed. Assuming that no further Shares are issued or repurchased after the Latest Practicable Date and before the AGM, there will be 2,646,915,000 Shares in issue, and exercise in full of the Repurchase Mandate would result in up to a maximum of 264,691,500 Shares being repurchased by the Company during the relevant period referred to in ordinary resolution numbered 5(B) of the notice of the AGM.

Reasons for repurchases

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

Funding of repurchases

. The repurchase of Shares shall be made with funds legally available for such purpose in accordance with the Company's memorandum of association, the Articles of Association and the applicable laws of the Cayman Islands. A listed company is prohibited from repurchasing its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time. Under the Companies Law, repurchases may only be effected out of the capital paid up on the purchased Shares or out of funds of the Company otherwise available for dividend or distribution or out of the proceeds of a fresh issue of Shares made for the purpose. Any premium payable on a purchase over the par value of the Shares to be purchased must be provided for out of funds of the Company otherwise available for dividend or distribution or out of the Company's share premium account before the Shares are repurchased. It is envisaged that the funds required for any repurchase would be derived from such sources.

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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

. In the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period, it may have a material adverse effect on the working capital or gearing position of the Company, based on the financial position as at 31 December 2020, being the date to which the latest audited consolidated financial statements of the Company have been made up. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors which in the opinion of the Directors are appropriate for the Company at the relevant time having regard to the circumstances then prevailing.

Directors, their Close Associates and Core Connected Persons

. None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules) has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company.

. No core connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell any Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

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 power of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands.

Share repurchase made by the Company

. During the six months preceding the Latest Practicable Date, the Company had not purchased any Shares (whether on the Stock Exchange or otherwise).

GENERAL

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 of the voting rights of the Company for the purpose of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert, depending on the level of increase of Shareholders' interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

To the best knowledge of the Company and as at the Latest Practicable Date, Energy Garden Limited, Mr. Lam Yee Chun and Ms. Chan Mei Wan, the controlling shareholders of the Company, collectively held a total of 1,818,049,881 Shares, representing approximately 68.69% of the issued share capital of the Company. Assuming that there is no alteration to the existing shareholding of the Company as well as other changes in the shareholding structure of the Company, upon exercise of the Repurchase Mandate in full, the shareholding of the aforesaid controlling shareholders in the Company would be increased from approximately 68.69% to approximately 76.32% of the issued share capital of the Company; and accordingly, the Company will not have any obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no present intention to exercise the Repurchase Mandate to an extent which will result in the number of the Shares held by the public being reduced to less than 25% of the total issued share capital of the Company as required under Rule 8.08 of the Listing Rules.

SHARE PRICES

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

	Highest	Lowest
	HK$	HK$
2020
April	3.36	2.21
May	3.51	3.06
June	4.56	3.49
July	4.50	2.85
August	3.28	2.70
September	3.48	2.56
October	2.97	2.70
November	3.17	2.70
December	2.94	2.51
2021
January	2.95	2.32
February	2.57	2.17
March	2.35	1.75
April (up to and include the Latest Practicable Date)	1.91	1.76

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NOTICE OF AGM

VPOWER GROUP INTERNATIONAL HOLDINGS LIMITED

偉 能 集 團 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1608)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of VPower Group International Holdings Limited (the ''Company'') will be held at Units 2701-05, 27/F, Office Tower 1, The Harbourfront, 18-22 Tak Fung Street, Hung Hom, Kowloon, Hong Kong on Friday,

11 June 2021 at 11:00 a.m. for the following purposes:

1. To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditors for the year ended 31 December 2020.
2. To declare the payment of final dividend of HK3.45 cents per share for the year ended 31 December 2020.
3. (i) To re-elect Mr. Lo Siu Yuen as an Executive Director of the Company.
4. 1. To re-elect Ms. Chan Mei Wan as a Non-Executive Director of the Company.
   2. To re-elect Mr. David Tsoi as an Independent Non-Executive Director of the Company.
   3. To authorise the board of directors of the Company to fix the directors' remuneration.
5. To re-appoint Ernst & Young, Registered Public Interest Entity Auditor, as the independent auditor of the Company to hold office until the conclusion of the next annual general meeting and authorise the board of directors of the Company to fix their remuneration.
6. As special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions with or without modifications:

1. ''THAT:
2. 1. subject to sub-paragraph (iii) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the

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NOTICE OF AGM

capital of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws and the articles of association of the Company, be and is hereby generally and unconditionally approved;

1. the approval in sub-paragraph (i) of this resolution shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;
2. the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the directors of the Company pursuant to the approvals in sub-paragraphs (i) and (ii) of this resolution, otherwise than pursuant to a Rights Issue (as hereinafter defined) or an issue of shares of the Company under the share option schemes of the Company or similar arrangements or an issue of shares upon exercise of subscription or conversion rights attached to warrants or other securities which may be issued by the Company or an issue of shares of the Company by way of any scrip dividend pursuant to the articles of association of the Company from time to time, shall not exceed 20% of the aggregate number of shares of the Company in issue on the date of passing this resolution and the said approval shall be limited accordingly; and
3. for the purpose of this resolution:
   ''Relevant Period'' means the period from the date of passing this resolution until whichever is the earliest of:
4. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; or
   3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

''Rights Issue'' means an offer of shares open for a period fixed by the directors of the Company to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the directors of the Company may deem

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NOTICE OF AGM

necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange, in any territory outside Hong Kong).''

1. ''THAT:
2. 1. subject to sub-paragraph (iii) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or on any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
   2. the approval in sub-paragraph (i) of this resolution shall be in addition to any other authorisation given to the directors of the Company and shall authorize the directors of the Company on behalf of the Company during the Relevant Period to procure the Company to purchase its securities at a price determined by the directors;
   3. the aggregate number of shares of the Company which the directors of the Company are authorised to repurchase pursuant to the approval in sub- paragraphs (i) and (ii) of this resolution shall not exceed 10% of the aggregate number of shares of the Company in issue on the date of passing this resolution and the said approval shall be limited accordingly; and
   4. for the purpose of this resolution:

''Relevant Period'' means the period from the date of passing this resolution until whichever is the earliest of:

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; or
3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.''

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NOTICE OF AGM

1. ''THAT conditional upon resolutions numbered 5(A) and 5(B) as set out in the notice convening this meeting being passed, the aggregate number of issued shares of the Company which are repurchased by the Company under the authority granted to the directors of the Company pursuant to and in accordance with the said resolution numbered 5(B) above shall be added to the aggregate number of shares of the Company that may be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with by the directors of the Company pursuant to and in accordance with the resolution numbered 5(A) as set out in the notice convening this meeting.''

	By Order of the Board
	Lam Yee Chun
	Executive Chairman
Hong Kong, 27 April 2021
Principal Place of Business:	Registered Office:
Units 2701-05, 27/F	Cricket Square
Office Tower 1	Hutchins Drive
The Harbourfront	PO Box 2681
18-22 Tak Fung Street	Grand Cayman
Hung Hom	KY1-1111
Kowloon	Cayman Islands
Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote in his stead. A proxy need not be a member of the Company.
2. For joint registered holders of any share, any one of such joint holders may vote at the meeting (or any adjournment thereof), either in person or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders are present at the meeting (or any adjournment thereof) in person or by proxy, that one of the said joint holders so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
3. In order to be valid, the form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting (or any adjournment thereof).
4. Completion and delivery of the form of proxy will not preclude any member from attending and voting in person at the meeting (or any adjournment thereof) if he/she so wishes, and in such event, the form of proxy shall be deemed to be revoked.
5. In respect of the resolution numbered 3 above, details of the retiring Directors are set out in Appendix I to the circular dated 27 April 2021.

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NOTICE OF AGM

1. Pursuant to Rule 13.39(4) of the Listing Rules and article 66 of the articles of association of Company, voting for all the resolutions set out in this notice will be taken by poll at the Meeting.
2. For the purpose of determining the entitlement to attend the annual general meeting, the register of members of the Company will be closed during the period from Tuesday, 8 June 2021 to Friday, 11 June 2021 (both days inclusive), during which period no transfer of share(s) of the Company will be effected. In order to qualify for attending and voting at the annual general meeting, all transfer document(s), accompanied by the relevant share certificate(s), must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Monday, 7 June 2021.
3. For the purpose of determining the entitlement to the proposed final dividend, the register of members of the Company will be closed during the period from Friday, 18 June 2021 to Tuesday, 22 June 2021 (both days inclusive), during which period no transfer of share(s) of the Company will be effected. In order to qualify for the proposed final dividend, all transfer document(s), accompanied by the relevant share certificate(s), must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, for registration no later than 4:30 p.m. on Thursday, 17 June 2021.
4. The Chinese translation of this notice is for reference only and in case of any consistency, the English version shall prevail.

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