China Risun Group Limited — AGM Information 2019

May 28, 2019

THIS DOCUMENT 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 you should take, 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 China Risun Group Limited, you should at once hand this circular and the accompanying proxy form for the Annual General Meeting and, if applicable, the Annual Report 2018 to the purchaser or 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.

China Risun Group Limited 中國旭陽集團有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1907)

2018 ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of China Risun Group Limited to be held at Suite 2303, COFCO Tower, No. 262 Gloucester Road, Hong Kong, on Friday, June 28, 2019 at 10:00 a.m. is set out on pages 23 to 27 of this circular.

Whether or not you are able to attend the Annual General Meeting, you are advised to read the notice of Annual General Meeting and to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, 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 the holding of the Annual General Meeting (i.e. Wednesday, June 26, 2019 at 10:00 a.m.) or any adjournment thereof. Completion and return of the form of proxy 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 form of proxy shall be deemed to be revoked.

May 28, 2019

TABLE OF CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I — PROFILES OF DIRECTORS PROPOSED
FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX II — EXPLANATORY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . .	18
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23

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DEFINITIONS

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

• “AGM” or “Annual General Meeting”

• the annual general meeting of the Company to be held on Friday, June 28, 2019 at 10:00 a.m. at Suite 2303, COFCO Tower, No. 262 Gloucester Road, Hong Kong

• “Articles” the articles of association of the Company, as amended from time to time

• “associate” has the meaning given to it under the Hong Kong Listing Rules

• “Board” or “Board of Directors” the board of directors of the Company

• “Company” China Risun Group Limited (中國旭陽集團有限公司), an exempted company incorporated in the Cayman Islands with limited liability on November 8, 2007 under the Companies Law

• “connected persons” has the meaning given to it under the Hong Kong Listing Rules

• “controlling shareholders” has the meaning given to it under the Hong Kong Listing Rules

• “Directors” directors of the Company

• “Extension Mandate” a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the Issue Mandate

• “Group” the Company and its subsidiaries

• “HK$” the lawful currency of Hong Kong

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

“Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

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DEFINITIONS

• “Independent Non-executive Directors”

independent non-executive Directors of the Company

• “Issue Mandate”

• a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue or otherwise deal with Shares up to a maximum of 20% of the number of issued Shares as at the date of passing the relevant resolution at the AGM

• “Latest Practicable Date”

• May 20, 2019, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

• “Listing Date”

• the date, being, March 15, 2019, on which the Shares are listed on the Stock Exchange and from which dealings in the Shares are permitted to commence on the Main Board of the Stock Exchange

• “Mr. Yang”

• Mr. Yang Xuegang (楊雪崗), an executive Director, the chairman of the Board, chief executive officer and a controlling shareholder of the Company

• “PRC” or “China”

• the People’s Republic of China, excluding, for the purpose of this circular only, Hong Kong, Macau Special Administrative Region of the PRC, and Taiwan region

• “Repurchase Mandate”

• a general and unconditional mandate proposed to be granted to the Directors to enable them during the relevant period to repurchase Shares, the number of which shall not exceed 10% of the number of issued Shares as at the date of passing the relevant resolution at the AGM

• “SFO”

• the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Shareholder(s)”

• the holder(s) of the Shares

• “Share(s)”

• the ordinary shares of HK$0.1 each in the share capital of the Company

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Takeovers Code”

• the Code on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong

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DEFINITIONS

“Texson Limited”

“%”

Texson Limited (泰克森有限公司), a company incorporated in the BVI on February 19, 2004 and wholly-owned by Mr. Yang and a controlling shareholder of the Company

per cent

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LETTER FROM THE BOARD

China Risun Group Limited 中國旭陽集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1907)

Board of Directors:

Executive Directors:

• Mr. Yang Xuegang (Chairman and Chief Executive Officer)

Registered Office: Cricket Square Hutchins Drive, PO Box 2681 Grand Cayman, KY1-1111 Cayman Islands

Mr. Zhang Yingwei

Mr. Han Qinliang

Mr. Wang Fengshan

• Mr. Wang Nianping Mr. Yang Lu

Independent Non-executive Directors:

Mr. Kang Woon Mr. Yu Kwok Kuen Harry Mr. Wang Yinping

Corporate Headquarters: Building 4, Block 5 ABP Area, No. 188 South 4th Ring Road West Fengtai District Beijing, PRC 100070

Place of Business

in Hong Kong: Suite 2303, COFCO Tower No. 262 Gloucester Road Hong Kong

May 28, 2019

To the Shareholders

2018 ANNUAL GENERAL MEETING

Dear Sir or Madam,

INTRODUCTION

On behalf of the Board of Directors, I invite you to attend the AGM to be held on Friday, June 28, 2019 at 10:00 a.m. at Suite 2303, COFCO Tower, No. 262 Gloucester Road, Hong Kong.

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with the notice of the AGM and to provide you with the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the AGM.

BUSINESS OF THE AGM

1. To consider and approve the Report of the Board of Directors of the Company for the year ended December 31, 2018

The full text of the report of the Board of Directors for the year ended December 31, 2018 is set out in the section headed “Report of the Board of Directors” in the Company’s annual report 2018 published on the websites of the Stock Exchange and the Company on April 30, 2019.

2. To consider and approve the audited financial statements of the Company and the independent auditors’ report for the year ended December 31, 2018

The audited financial statements and independent auditors’ report for the year ended December 31, 2018 are set out in the sections headed “Independent Auditors’ Report” and “Financial Statements” in the Company’s annual report 2018 published on the websites of the Stock Exchange and the Company on April 30, 2019.

3. Re-election of retiring Directors and fixing of Directors’ remuneration

In accordance with Article 84(1) of the Articles, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years. All retiring Directors shall be eligible for re-election.

In accordance with Article 83(3) of the Articles, any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.

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LETTER FROM THE BOARD

Accordingly, the following Directors shall retire from office by rotation at the AGM:

Name

Position

(i) Mr. Yang Xuegang Executive Director (ii) Mr. Zhang Yingwei Executive Director (iii) Mr. Han Qinliang Executive Director (iv) Mr. Wang Fengshan Executive Director (v) Mr. Wang Nianping Executive Director (vi) Mr. Yang Lu Executive Director (vii) Mr. Kang Woon Independent non-executive Director (viii) Mr. Yu Kwok Kuen Harry Independent non-executive Director (ix) Mr. Wang Yinping Independent non-executive Director

The particulars of Mr. Yang Xuegang, Mr Zhang Yingwei, Mr. Han Qinliang, Mr. Wang Fengshan, Mr. Wang Nianping, Mr. Yang Lu, Mr. Kang Woon, Mr. Yu Kwok Kuen Harry and Mr. Wang Yinping are therefore set out in Appendix I to this circular. All of the aforesaid Directors, being eligible, will offer themselves for re-election at the AGM.

The Nomination Committee under the Board has reviewed the re-election of the above-mentioned Directors and considered the Board diversity from a number of aspects, including but not limited to gender, age, cultural and educational background, professional experience, skills and knowledge. All Board appointments will be based on meritocracy, and candidates will be considered against criteria including talents, skills and experience as may be necessary for the operation of the Board as a whole, with a view to maintaining a sound balance of the Board’s composition.

For the three candidates who are proposed to be re-elected as the independent non-executive Directors, Mr. Kang Woon possesses legal qualifications in both New York and England and Wale and has over 15 years of experience in supervising the operation and management of companies listed on the Hong Kong Stock Exchange and the Shanghai Stock Exchange; Mr. Yu Kwok Kuen Harry is a certified public accountant in various jurisdictions and has over 27 years of experience in auditing and financial management; and Mr. Wang Yinping has over 30 years of experience in corporate management across various industries, including companies listed on the Hong Kong Stock Exchange, the Shanghai Stock Exchange and the Toronto Stock Exchange. Taking into account the background, specific knowledge and experience of the three proposed independent non-executive Directors, the Nomination Committee believes that each of the proposed independent non-executive Directors possess the basic knowledge of the operation of the listed company and is familiar with the relevant laws, administrative regulations, rules and other regulatory documents, with more than five years of financial, management or other work experience necessary to perform the duties of independent non-executive Directors; can provide valuable insights for the Company’s governance; and their experience and expertise can bring diversity and valuable contributions to the Board. Moreover, each of the independent non-executive Directors has confirmed his independence pursuant to Rule 3.13 of the Listing Rules. The Nomination Committee recommended to the Board and the

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LETTER FROM THE BOARD

Board approved and recommended that the re-election be proposed for shareholders’ approval at the AGM.

A proposal will also be put forward for the Shareholders to authorize the Board to fix the Directors’ remuneration for the year ending December 31, 2019.

4. To consider and approve the re-appointment of Deloitte Touche Tohmatsu as the Company’s external auditors and to authorize the Board to determine its remuneration.

5. To consider, approve and declare the final dividend for the year ended December 31, 2018

On March 29, 2019, the Board proposed a final dividend in respect of the year ended 31 December 2018 of RMB626.6 million (the “ Final Dividend ”) in total. The dividend amount per Share will be RMB0.1532 (tax inclusive). All Shareholders whose names appear on the register of members of the Company on July 10, 2019 will be entitled to the Final Dividend. The Final Dividend will be paid in HKD at an exchange rate between HKD and RMB to be announced by the Company in a further announcement. The payment of the Final Dividend is still subject to the approval by the Shareholders at the AGM and the payment date for the Final Dividend is expected to be on or before August 30, 2019.

6. To consider and approve the granting of the Issue Mandate, the Repurchase Mandate and the Extension Mandate to the Board

In order to give the Company the flexibility to issue and repurchase Shares if and when appropriate, the following ordinary resolutions will be proposed at the AGM to approve the granting of general mandates to the Board:

• (a) to allot, issue or deal with additional Shares not exceeding 20% of the total number of the issued Shares as at the date of passing of such resolution. Based on the 4,090,000,000 Shares in issue as at the Latest Practicable Date and assuming that no further Shares will be issued and no Shares will be repurchased and cancelled after the Latest Practicable Date and up to the date of the AGM, the Company can issue up to 818,000,000 Shares with an aggregate nominal amount of HK$81,800,000 under the Issue Mandate;

• (b) to purchase Shares, on the Stock Exchange or on any other stock exchange recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange, not exceeding 10% of the total number of issued Shares as at the date of passing of such resolution. Based on the 4,090,000,000 Shares in issue as at the Latest Practicable Date and assuming that no further Shares will be issued and no Shares will be repurchased and cancelled after the Latest Practicable Date and up to the date of the AGM, the Company can repurchase up to 409,000,000 Shares with an aggregate nominal value of HK$40,900,000; and

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LETTER FROM THE BOARD

• (c) to extend the Issue Mandate by an amount representing the aggregate nominal amount of Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.

Each of the Issue Mandate, the Repurchase Mandate and the Extension Mandate, if granted, will remain effective until the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the Articles to be held; or (iii) the revocation or variation by an ordinary resolution of the Shareholders in general meeting.

In accordance with the requirements of Rule 10.06(1)(b) of the Listing Rules, the Company shall send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate. The explanatory statement as required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix II to this circular.

CLOSURE OF REGISTER OF MEMBERS

For Determining the Entitlement to Attend and Vote at the AGM

The AGM is scheduled to be held on Friday, June 28, 2019. For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, June 25, 2019 to Friday, June 28, 2019, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the AGM, unregistered holders of Shares should ensure that all the share transfer documents accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4:30 p.m. on Monday, June 24, 2019.

For Determining the Entitlement to the Proposed Final Dividend

For determining the entitlement to the proposed Final Dividend, the register of members of the Company will also be closed from Monday, July 8, 2019 to Wednesday, July 10, 2019, both days inclusive, in order to determine the entitlement of the Shareholders to receive the Final Dividend, during which period no share transfers will be registered. In order to be entitled to the Final Dividend, unregistered holders of Shares should ensure that all the share transfer documents accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4:30 p.m. on Friday, July 5, 2019.

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LETTER FROM THE BOARD

ANNUAL GENERAL MEETING AND FORM OF PROXY

The notice of the AGM is set out on pages 23 to 27 in this circular.

A form of proxy for use at the AGM (or any adjournment thereof) is enclosed with this circular. Whether or not you are able to attend the AGM (or any adjournment thereof), you are requested to complete and return the form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event, no later than 48 hours before the time fixed for holding the AGM (or any adjournment thereof). Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM (or any adjournment thereof) should you so desire.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting of the Company must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the AGM. An announcement on the poll vote results will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RESPONSIBILITY OF THE DIRECTORS

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 Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Board believes that the resolutions proposed in the notice of the AGM are in the best interests of the Company, the Group and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favor of all the resolutions to be proposed at the AGM (or any adjournment thereof).

Yours faithfully, By order of the Board China Risun Group Holdings Limited Mr. Yang Xuegang Chairman

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PROFILES OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

Set out below are details of the Directors who will retire at the conclusion of the AGM and will be proposed to be re-elected at the AGM. As at the Latest Practicable Date, none of the following Directors, save as disclosed herein, had any interest in Shares within the meaning of Part XV of the Securities and Futures Ordinance. Save as disclosed herein, none of the following Director holds any position with the Company or any other member of the Group, nor has any directorships in other listed public companies in the last three years. In addition, save as disclosed herein, none of the following Directors has any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules) of the Company. Save as disclosed herein, there is no other matter in relation to the following Directors that needs to be brought to the attention of the Shareholders and there is no other information relating to the following Directors which is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

Mr. YANG Xuegang (楊雪崗) , Executive Director

Mr. Yang, aged 54, is an Executive Director, the chief executive officer of our Company and the chairman of our Board. He was appointed as an Executive Director in November 2007. He is responsible for the overall management and business development of our Group. He is also the chairman of the Nomination Committee.

Mr. Yang graduated from Hebei Hydraulic College (河北水利專科學校) (now known as Hebei University of Water Resources and Electric Engineering (河北水利電力學院)) in Cangzhou, the PRC in July 1985 with a diploma in hydraulic engineering construction and obtained the hydraulic engineer qualification issued by the Handan City Labour Bureau (邯鄲市 勞動人事局) in December 1993. He completed a master-level training course in business administration at Renmin University of China (中國人民大學) in Beijing, the PRC in March 2000 and was a supervisor of a master’s degree program at Hebei University of Economics and Business (河北經貿大學) in Shijiazhuang, the PRC in July 2002. He completed a further master-level training course in business administration at the ZhongHua Yanxiu University (中華 研修大學) in Beijing, the PRC in September 2003. In November 2003, he obtained a master’s degree in business administration from Asia International Open University (Macau) (亞洲(澳 門)國際公開大學) in Macau. He obtained the senior engineer qualification awarded by the Hebei Provincial Department of Human Resources and Social Security (河北省人力資源與社會保障廳) in December 2012. In January 2017, Mr. Yang obtained an executive master’s degree in business administration from Hebei University of Technology (河北工業大學) in Tianjin, the PRC.

Prior to the establishment of our Group, Mr. Yang was employed at the Dongwushi Reservoir Management Center (東武仕水庫管理處), a public body directly subordinated to the Handan City Hydraulics Bureau (邯鄲水利局), on a full-time basis for approximately 10 years from August 1985, and became a deputy director of the Dongwushi Reservoir Management Center from January 1988. He then joined our Group as general manager as a result of his entrepreneurial efforts since the establishment of Xingtai Risun Coking Limited in May 1995 and became chairman since May 1996. Since September 2012, he has been a director of Beijing Automic Technology Co., Ltd. (北京奧特美克科技股份有限公司) (“Beijing Automic”), a company listed on the National Equities Exchange and Quotations (全國中小企業股份轉讓系統)

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PROFILES OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

(stock code: 430245), whose principal business is the planning of water conservancy information projects, consultation and assessment, as well as software and hardware product development and services, and held as to 49.92% by Mr. Yang and parties acting-in-concert with him.

Over the years, Mr. Yang has taken up leadership roles in a number of industry associations, including those relating to the coking industry. He has been the vice president of CCIA since October 2005, and the president of HBCCIA since January 2006. In February 2008, Mr. Yang was elected and had served as a deputy to the 11th NPC and in February 2013, he was elected as a deputy to the 12th NPC.

A service contract has been signed by Mr. Yang, pursuant to which he is not entitled to any fixed salary but is eligible to receive a discretionary bonus as may be determined by our Board and our Remuneration Committee based on the relevant Director’s performance of his duties and our Company’s earnings. The remuneration will be reviewed by our Board and our Remuneration Committee annually and may be adjusted as appropriate. The service contract has an initial term of three years commencing from the Listing Date and shall continue thereafter unless terminated by not less than three months’ written notice. Mr. Yang will be subject to retirement by rotation and re-election at the general meetings of the Company in accordance with the Articles.

Mr. ZHANG Yingwei (張英偉) , Executive Director

Mr. Zhang, aged 48, is an Executive Director and a vice president of our Group. He was appointed as an Executive Director in July 2009. He is responsible for the overall management of the Tangshan Production Base and the Cangzhou Production Base.

Mr. Zhang graduated with a bachelor’s degree in coal chemistry from Tangshan Institute of Technology (唐山工程技術學院) (now known as North China University of Science and Technology (華北理工大學)) in Tangshan, the PRC in June 1993. He completed a master-level training program in business administration at Hebei University of Economics and Business (河 北經貿大學) in Shijiazhuang, the PRC in November 2004. He also obtained a master’s degree in metallurgical engineering at Hebei Polytechnic University (河北理工大學) (now known as North China University of Science and Technology (華北理工大學)) in Tangshan, the PRC in April 2007. In December 2012, he obtained the senior engineer qualification from the Title Reform Leading Group Office of Hebei Province (河北省職稱改革領導小組辦公室).

Mr. Zhang has over 25 years of experience in iron and steel industry and coal chemical industry. Mr. Zhang worked for Xingtai Metallurgical Machinery and Mill Roll Joint Stock Corporation (邢台冶金機械軋輥股份有限公司) (now known as Sinosteel Xingtai Machinery & Mill Roll Co., Ltd. (中鋼集團邢台機械軋輥有限公司)), whose principal business is the manufacturing of metallurgical machinery and parts for the production of metallurgical rolls and equipment, from September 1993. He then joined our Group in February 1996. He has been serving as a vice president of the Coking Chemistry Sub-committee of the National Technical Committee on Coal Chemical Industry of Standardization Administration of China (全國煤化工 標準化技術委員會) since May 2016, an expert on the expert panel of the CCIA since January

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PROFILES OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

2018 and an expert of both the HBCCIA and the Department of Industry and Information Technology of Hebei Province since April 2018.

A service contract has been signed by Mr. Zhang, pursuant to which he is not entitled to any fixed salary but is eligible to receive a discretionary bonus as may be determined by our Board and our Remuneration Committee based on the relevant Director’s performance of his duties and our Company’s earnings. The remuneration will be reviewed by our Board and our Remuneration Committee annually and may be adjusted as appropriate. The service contract has an initial term of three years commencing from the Listing Date and shall continue thereafter unless terminated by not less than three months’ written notice. Mr. Zhang will be subject to retirement by rotation and re-election at the general meetings of the Company in accordance with the Articles.

Mr. HAN Qinliang (韓勤亮) , Executive Director

Mr. Han, aged 45, is an Executive Director and a vice president of our Group. Mr. Han was appointed as an Executive Director in May 2011. He is primarily responsible for the management of the financial, accounting and information systems of the Group.

Mr. Han obtained a diploma in industrial economy administration from Hebei College of Mechanical Engineering (河北機電學院) in Xingtai, the PRC in June 1993 (as a result of a merger, Hebei College of Mechanical Engineering is now part of Hebei University of Science and Technology (河北科技大學)). In December 2001, he obtained a bachelor’s degree in accounting from Hebei University of Economics and Business (河北經貿大學) in Shijiazhuang, the PRC. In July 2001, he became a member of Chinese Institute of Certified Public Accountants (中國註冊會計師協會) in the PRC. In December 2003, he obtained the senior accountant qualification from the Title Reform Leading Group Office of Hebei Province (河北省職稱改革領 導小組辦公室).

Mr. Han joined our Group in March 2004. Mr. Han has approximately 25 years of experience in steel and coal chemical industry. From September 1993 to April 2004, he was the deputy head of the finance department cost division in Xingtai Machinery and Mill Roll (Group) Corporation (邢台機械軋輥(集團)有限公司) (now known as Sinosteel Xingtai Machinery & Mill Roll Co., Ltd. (中鋼集團邢台機械軋輥有限公司)). In March 2004, Mr. Han joined Xingtai Risun Trading as a general manager assistant.

A service contract has been signed by Mr. Han, pursuant to which he is not entitled to any fixed salary but is eligible to receive a discretionary bonus as may be determined by our Board and our Remuneration Committee based on the relevant Director’s performance of his duties and our Company’s earnings. The remuneration will be reviewed by our Board and our Remuneration Committee annually and may be adjusted as appropriate. The service contract has an initial term of three years commencing from the Listing Date and shall continue thereafter unless terminated by not less than three months’ written notice. Mr. Han will be subject to retirement by rotation and re-election at the general meetings of the Company in accordance with the Articles.

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PROFILES OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

Mr. WANG Fengshan (王風山) , Executive Director

Mr. Wang, aged 60, is a vice president of our Group. He was appointed as an Executive Director in September 2018. He is primarily responsible for the procurement and sales management of our Group.

Mr. Wang obtained a diploma in statistics from Hebei University (河北大學) in Baoding, the PRC in June 1989.

Mr. Wang joined our Group in March 2004. Mr. Wang has approximately 30 years of experience in procurement and sales management. From August 1983 to September 1996, he was the sales manager in Hebei Hongxing Automobile Factory Co., Ltd. (河北紅星汽車製造有限公 司), a company principally engaged in the automobile and automobile parts manufacturing business, and from October 1996 to October 1998, he was the general manager of Bear Asia Furniture Co., Ltd. (亞泰家具股份有限公司), a company principally engaged in the metal furniture and furnishings manufacturing business. From February 1999 to January 2004, he was a general manager of Xingtai Zhongxing Pharmaceutical Co., Ltd. (邢台中興藥業有限公司), a company principally engaged in the pharmaceutical business. In March 2004, Mr. Wang joined the human resources department of Xingtai Risun Trading and oversaw the human resources and administrative management in CNC Risun Coking from November 2004 to August 2009. He has been overseeing the Group’s procurement and sales management since August 2009. Mr. Wang has been a vice president of the HBCCIA since December 2016 and an expert on the expert panel of the CCIA since January 2018.

A service contract has been signed by Mr. Wang, pursuant to which he is not entitled to any fixed salary but is eligible to receive a discretionary bonus as may be determined by our Board and our Remuneration Committee based on the relevant Director’s performance of his duties and our Company’s earnings. The remuneration will be reviewed by our Board and our Remuneration Committee annually and may be adjusted as appropriate. The service contract has an initial term of three years commencing from the Listing Date and shall continue thereafter unless terminated by not less than three months’ written notice. Mr. Wang will be subject to retirement by rotation and re-election at the general meetings of the Company in accordance with the Articles.

Mr. WANG Nianping (王年平) , Executive Director

Mr. Wang, aged 56, is a vice president of our Group. He was appointed as an Executive Director in September 2018. He is primarily responsible for the legal and risk management of our Group.

Mr. Wang obtained a bachelor’s degree in law from the Institute of Hubei Finance (湖北財 經學院) (now known as Zhongnan University of Economics and Law (中南財經政法大學)) in Wuhan, the PRC in July 1984. He obtained a post-graduate degree in international trade and a juris doctor degree from the University of International Business and Economics (對外經濟貿易 大學) in Beijing, the PRC in June 1994 and December 2007, respectively. He was admitted as a

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PROFILES OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

qualified lawyer in the PRC in June 1987 and obtained the senior economist qualification issued by the Sinopec Group in November 2004.

Mr. Wang joined our Group in February 2011 and prior to joining our Group, he had over 10 years of extensive experience in the petrochemical industry. He was recognized as a third level lawyer in April 1990 by the China National Petroleum Corporation (中國石油天然氣總公 司) where he worked. In January 1996, Mr. Wang joined China Petroleum Engineering Construction Corporation, a company whose principal business is building oil and gas infrastructures and undertook various positions including contracts administrator, senior officer of the debt recovery department and deputy manager of the projects department. In May 2001, he joined Sinopec International Petroleum Exploration and Production Corporation (“ SIPC ”), a company whose principal business is in overseas oil and gas investment and operations, as the deputy manager of the legal department. From November 2004 to December 2008, he served as the vice president of the SIPC’s subsidiaries in Kazakhstan and as the deputy general manager of the SIPC’s subsidiaries in Syria from January 2009 to October 2010.

A service contract has been signed by Mr. Wang, pursuant to which he is not entitled to any fixed salary but is eligible to receive a discretionary bonus as may be determined by our Board and our Remuneration Committee based on the relevant Director’s performance of his duties and our Company’s earnings. The remuneration will be reviewed by our Board and our Remuneration Committee annually and may be adjusted as appropriate. The service contract has an initial term of three years commencing from the Listing Date and shall continue thereafter unless terminated by not less than three months’ written notice. Mr. Wang will be subject to retirement by rotation and re-election at the general meetings of the Company in accordance with the Articles.

Mr. YANG Lu (楊路) , Executive Director

Mr. Yang Lu, aged 29, is the general manager of Beijing Risun Hongye. He is primarily responsible for the management of the import, export and domestic trading business of our Group. He was appointed as an Executive Director in September 2018.

Mr. Yang Lu graduated with a bachelor’s degree in chemical engineering from the Washington University in St. Louis, the United States in May 2012. He obtained the fund management qualification from the Asset Management Association of China in June 2015.

Mr. Yang Lu joined our Group in November 2013. Prior to joining our Group, he was a junior consultant at Roland Berger Management Consultants (Shanghai) Co., Ltd. (羅蘭貝格企業 管理(上海)有限公司), a global strategy consulting firm, from September 2012 to September 2013, and from October 2013 to November 2014, he worked in the marketing department of Beijing Automic. Mr. Yang Lu has been the chairman’s assistant of Hong Kong Risun since November 2013 and worked in the market research department as deputy manager of Beijing Risun Hongye from December 2014 to May 2016. He then worked in Beijing Risun Fund Management Co., Ltd. (北京旭陽基金管理有限公司), a wholly-owned subsidiary of Xuyang Holding, between June 2016 and September 2018, first as deputy general manager and

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PROFILES OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

subsequently as general manager. In September 2018, he rejoined Beijing Risun Hongye as the general manager.

Mr. Yang Lu is the son of Mr. Yang.

A service contract has been signed by Mr. Yang Lu, pursuant to which he is not entitled to any fixed salary but is eligible to receive a discretionary bonus as may be determined by our Board and our Remuneration Committee based on the relevant Director’s performance of his duties and our Company’s earnings. The remuneration will be reviewed by our Board and our Remuneration Committee annually and may be adjusted as appropriate. The service contract has an initial term of three years commencing from the Listing Date and shall continue thereafter unless terminated by not less than three months’ written notice. Mr. Yang Lu will be subject to retirement by rotation and re-election at the general meetings of the Company in accordance with the Articles.

Mr. KANG Woon (康洹) , Independent Non-executive Director

Mr. Kang, aged 56, is the chairman of the Remuneration Committee and a member of the Audit Committee and Nomination Committee. He was appointed as an Independent Non-executive Director between November 2011 to September 2015 and re-appointed in September 2018.

Mr. Kang obtained a doctorate of jurisprudence from the University of Texas in Austin, Texas, the United States in May 1990. He has been an attorney-at-law of the Supreme Court of the State of New York since March 1991, and a member of the Law Society of England and Wales since May 1998.

Mr. Kang served as a supervisor from May 2004 to June 2007 and was an independent non-executive director of Anhui Conch Cement Company Limited (安徽海螺水泥股份有限公司), a company principally engaged in cement products manufacturing dually listed on the Main Board of the Stock Exchange and Shanghai Stock Exchange (stock codes: 914 and 600585, respectively), between October 1997 and May 2004 as well as between June 2007 and May 2013. Mr. Kang was an independent non-executive director of China Yurun Food Group Limited (中國雨潤食品集團有限公司), a company whose principal business is manufacturing meat products and listed on the Main Board of the Stock Exchange (stock code: 1068), from April 2005 to January 2010.

A letter of appointment has been signed by Mr. Kang, pursuant to which he is entitled to an annual remuneration of HK$300,000.00. The remuneration will be reviewed by our Board and our Remuneration Committee annually and may be adjusted as appropriate. The service contract has a term of three years commencing from the Listing Date unless terminated by one month’s written notice or in certain circumstances in accordance with the terms of the letter of appointment. Mr. Kang will be subject to retirement by rotation and re-election at the general meetings of the Company in accordance with the Articles.

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PROFILES OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

Mr. YU Kwok Kuen Harry (余國權) , Independent Non-executive Director

Mr. Yu, aged 49, is the chairman of the Audit Committee and member of the Nomination Committee and Remuneration Committee. He was appointed as an Independent Non-executive Director in September 2018.

Mr. Yu obtained a diploma in accountancy from the Morrison Hill Technical Institute, Hong Kong (now known as the Hong Kong Institute of Vocational Education), in August 1991 and a master’s degree in business administration through long distance learning awarded by the Manchester Business School in cooperation with the School of Accounting, Banking and Economics at the University of Wales, Bangor (now known as Bangor University) in the United Kingdom in July 2000. He has been a fellow of the Association of Chartered Certified Accountants since July 2001, a fellow of the Hong Kong Institute of Certified Public Accountants since April 2004, a registered accountant in Macau since July 2011 and, a fellow of The Institute of Chartered Accountants in England and Wales since March 2015. Mr. Yu joined KPMG China in October 1991 and was a partner of KPMG from July 2002 to June 2011. He served Golden Meditech Holdings Limited, an integrated-healthcare enterprise in the PRC and a company listed on the Main Board of the Stock Exchange (stock code: 801) as chief operating officer from August 2011 to June 2016 and acted concurrently as an executive director from September 2012 to June 2016.

A letter of appointment has been signed by Mr. Yu, pursuant to which he is entitled to an annual remuneration of HK$300,000.00. The remuneration will be reviewed by our Board and our Remuneration Committee annually and may be adjusted as appropriate. The service contract has a term of three years commencing from the Listing Date unless terminated by one month’s written notice or in certain circumstances in accordance with the terms of the letter of appointment. Mr. Yu will be subject to retirement by rotation and re-election at the general meetings of the Company in accordance with the Articles.

Mr. WANG Yinping (王引平) , Independent Non-executive Director

Mr. Wang, aged 58, is a member of the Audit Committee and Remuneration Committee. He was appointed as an Independent Non-executive Director in September 2018.

Mr. Wang obtained a bachelor’s degree in law from Renmin University of China (中國人民 大學) in Beijing, the PRC in July 1985 and a master’s degree in business administration from the China Europe International Business School (中歐國際工商學院) in Shanghai, the PRC in November 2004.

Mr. Wang has extensive experience in corporate management. He joined China National Chemical Import & Export Corporation (中國化工進出口總公司) (now known as Sinochem Group Co., Ltd. (中國中化集團有限公司)) (“Sinochem”), a conglomerate offering exploration and production of oil and gas, energy, agriculture, chemical, real estate and financial services, in March 1988 and held various senior positions between March 1988 and March 2014 in Sinochem and its subsidiaries (“Sinochem Group”), including the deputy general manager of the Hainan

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PROFILES OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

branch of Sinochem, the general manager of the Pudong branch of Sinochem, the deputy general manager of China Foreign Economic and Trade Trust Company Limited (中國對外經濟貿易信託 有限公司) a company principally engaged in microfinance, industrial finance, capital market and Listing Rules and there is no other material matter relating to our Directors that needs to be brought to the attention of the Shareholders.

A letter of appointment has been signed by Mr. Wang, pursuant to which he is entitled to an annual remuneration of HK$300,000.00. The remuneration will be reviewed by our Board and our Remuneration Committee annually and may be adjusted as appropriate. The service contract has a term of three years commencing from the Listing Date unless terminated by one month’s written notice or in certain circumstances in accordance with the terms of the letter of appointment. Mr. Wang will be subject to retirement by rotation and re-election at the general meetings of the Company in accordance with the Articles.

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EXPLANATORY STATEMENT

APPENDIX II

This explanatory statement contains the information required under Rule 10.06(1)(b) of the Listing Rules. Its purpose is to provide the Shareholders with information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolutions to be proposed at the AGM in relation to the Repurchase Mandate.

1. REASONS FOR REPURCHASE OF SHARES

The Directors have no present intention for any repurchase of Shares but are seeking the granting of the Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The Directors believe that it is in the best interests of the Company, the Group and the Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and its assets and/or its earnings per Share and will only be made if the Directors believe that such repurchases will benefit the Company, the Group and the Shareholders.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 4,090,000,000 Shares.

Subject to the passing of the ordinary resolution granting the Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged as at the date of the AGM, i.e. being 4,090,000,000 Shares, the Directors would be authorised under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, up to 409,000,000 Shares (representing 10% of the total number of issued Shares as at the date of the AGM) with an aggregate nominal value of HK$40,900,000.

3. 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 of the Cayman Islands.

Pursuant to the Repurchase Mandate, repurchases will be made out of funds of the Company legally permitted to be utilized in this connection, including profits of the Company or out of a fresh issue of Shares made for the purpose of the repurchase or out of share premium account or, if authorised by the Articles and subject to the applicable laws of the Cayman Islands, out of capital of the Company and, in the case of any premium payable on the repurchase, out of the profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorised by the Articles and subject to the applicable laws of the Cayman Islands, out of capital of the Company.

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

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EXPLANATORY STATEMENT

APPENDIX II

appropriate for the Company. There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the year ended December 31, 2018) in the event that the Repurchase Mandate was to be exercised in full at any time during the proposed repurchase period.

4. INTENTION OF DIRECTORS AND CONNECTED PERSONS TO SELL SHARES

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

The Company has not been notified by any connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell Shares to the Company, or that they have undertaken not to do so, in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

5. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the following months were as follows:

	PER SHARE
	Highest	Lowest
	HK$
2019
March (since the Listing Date)	2.90	2.70
April	3.80	2.85
May (up to the Latest Practicable Date)	2.99	2.70

6. SHARE REPURCHASES MADE BY THE COMPANY

No repurchase of Shares has been made by the Company during the previous 6 months (whether on the Stock Exchange or otherwise).

7. DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

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EXPLANATORY STATEMENT

APPENDIX II

8. EFFECT OF TAKEOVERS CODE AND MINIMUM PUBLIC FLOAT

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 pursuant to Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase of the interest of the Shareholder (and concerted parties, if any), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, the following person held 5% or more of the issued share capital of the Company:

				If Repurchase
				Mandate is
				exercised fully,
			Approximate	approximate
			percentage of	percentage of
			the total issued	the total issued
			share capital of	share capital of
			the Company	the Company
		Number of	as at the Latest	as at the Latest
Name of Shareholder	Nature of interest	Shares	Practicable Date	Practicable Date
		(share)(1)	(%)	(%)
First Milestone SPC(2) (3)	Beneficial owner	849,408,259	20.8%	23.1%
Texson Limited(2)	Beneficial owner	2,266,666,669	55.4%	61.6%
	Interest of a controlled	849,408,259	20.8%	23.1%
	corporation
China Cinda Asset Management	Interest of a controlled	857,816,259	21.0%	23.3%
Co., Ltd.(3)(4) 中國信達資產	corporation
管理股份有限公司
China Cinda (HK) Holdings	Interest of a controlled	849,408,259	20.8%	23.1%
Company Limited(3)(4)	corporation
中國信達(香港)控股有限公司
	Beneficial owner	8,408,000	0.2%	0.23%

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EXPLANATORY STATEMENT

APPENDIX II

				If Repurchase
				Mandate is
				exercised fully,
			Approximate	approximate
			percentage of	percentage of
			the total issued	the total issued
			share capital of	share capital of
			the Company	the Company
		Number of	as at the Latest	as at the Latest
Name of Shareholder	Nature of interest	Shares	Practicable Date	Practicable Date
		(share)(1)	(%)	(%)
Sino-Rock Investment	Interest of a controlled	849,408,259	20.8%	23.1%
Management Company	corporation
Limited 漢石投資管理
有限公司
Cinda Sino-Rock Investment	Interest of a controlled	849,408,259	20.8%	23.1%
Limited(3)	corporation
Sinostone Capital Management	Interest of a controlled	849,408,259	20.8%	23.1%
(Overseas) Company	corporation
Limited(3) 信石資本管理
(海外)有限公司

Note:

• (1) All interests stated are long positions.

• (2) Texson Limited holds 27,469.38308 class A non-redeemable participating shares in First Milestone SPC and as such, is deemed to be interested in the Shares held by First Milestone SPC.

• (3) Sinostone Capital Management (Overseas) Company Limited holds 100% management shares in First Milestone SPC. Sinostone Capital Management (Overseas) Company Limited is wholly-owned by Cinda Sino-Rock Investment Limited, which in turn is wholly owned by Sino-Rock Investment Management Company Limited. China Cinda (HK) Holdings Company Limited indirectly holds 48.28% interests in Sino-Rock Investment Management Company Limited, and is wholly-owned by China Cinda Asset Management Co., Ltd. Accordingly, each of Sinostone Capital Management (Overseas) Company Limited, Cinda Sino-Rock Investment Limited, Sino-Rock Investment Management Company Limited, China Cinda (HK) Holdings Company Limited and China Cinda Asset Management Co., Ltd. is deemed to be interested in the Shares held by First Milestone SPC.

• (4) China Cinda (HK) Holdings Company Limited is wholly-owned by China Cinda Asset Management Co., Ltd. Accordingly, China Cinda Asset Management Co., Ltd. is deemed to be interested in the Shares held by China Cinda (HK) Holdings Company Limited.

– 21 –

EXPLANATORY STATEMENT

APPENDIX II

In the event that the Directors exercise the power in full to repurchase Shares pursuant to the Repurchase Mandate, the interest of the above persons in the issued share capital of the Company will be increased as shown above. On the basis of the aforesaid increase of shareholding, the Directors are not presently aware of any consequence which would arise under the Takeovers Code as a consequence of any repurchase pursuant to the Repurchase Mandate.

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be in public hands. The Directors have no intention to exercise the Repurchase Mandate to the extent that will result in the number of shares in hands of public falling below the prescribed minimum percentage.

– 22 –

NOTICE OF ANNUAL GENERAL MEETING

China Risun Group Limited 中國旭陽集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1907)

NOTICE OF 2018 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ Annual General Meeting ”) of China Risun Group Limited (the “ Company ”) will be held on Friday, June 28, 2019 at 10:00 a.m. at Suite 2303, COFCO Tower, No. 262 Gloucester Road, Hong Kong, for the following purposes:

ORDINARY RESOLUTIONS

1. To consider and approve the report of the Board of Directors of the Company for the year ended December 31, 2018.

2. To consider and approve the audited financial statements of the Company and the independent auditors’ report for the year ended December 31, 2018.

3. To re-elect Mr. Yang Xuegang as an executive director of the Company.

4. To re-elect Mr. Zhang Yingwei as an executive director of the Company.

5. To re-elect Mr. Han Qinliang as an executive director of the Company.

6. To re-elect Mr. Wang Fengshan as an executive director of the Company.

7. To re-elect Mr. Wang Nianping as an executive director of the Company.

8. To re-elect Mr. Yang Lu as an executive director of the Company.

9. To re-elect Mr. Kang Woon as an independent non-executive director of the Company.

10. To re-elect Mr. Yu Kwok Kuen Harry as an independent non-executive director of the Company.

11. To re-elect Mr. Wang Yinping as an independent non-executive director of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

1. To authorize the board of directors of the Company to fix the remuneration of the directors of the Company for the year ending December 31, 2019.

2. To consider and approve the re-appointment of Deloitte Touche Tohmatsu as the Company’s external auditor and to authorize the Board to determine its remuneration.

3. To consider, approve and declare the final dividend of RMB0.1532 per Share (tax inclusive), which in aggregate amounted to RMB626.6 million, for the year ended December 31, 2018.

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

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

“ THAT :

• (a) subject to paragraph (c) below, 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 authorized and unissued shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorize the directors of the Company to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the total number of the shares allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of the outstanding conversion rights attaching to any convertible bonds or securities issued by the Company, which are convertible into shares of the Company; or (iii) the exercise of option under a share option scheme of the Company or (iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company, shall not exceed twenty per cent. (20%) of the total number of issued shares of the Company at the date of passing of this resolution and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (d) for the purpose of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held; and

• (iii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meetings.

“ Rights Issue ” means an offer of shares open for a period fixed by the directors of the Company to holders of shares of the Company of any class thereof on the register on a fixed record date in proportion to their then holdings of such shares of the Company thereof (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognized regulatory body or any stock exchange).”

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

“ THAT :

• (a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its own shares on The Stock Exchange of Hong Kong Limited or on any other stock exchange recognized by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;

• (b) the total number of shares of the Company which might be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed ten per cent. (10%) of the total number of issued shares of the Company at the date of passing of this resolution and the said approval be limited accordingly; and

– 25 –

NOTICE OF ANNUAL GENERAL MEETING

• (c) for the purpose of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held; and

• (iii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meetings.”

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

“ THAT , subject to the passing of resolutions nos. 15 and 16 set out in this notice, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and deal with authorised and unissued shares of the Company pursuant to resolution no. 15 set out in this notice be and is hereby extended by the addition thereto the number of the shares of the Company which has been repurchased by the Company since the granting of such general mandate pursuant to resolution no. 16 set out in this notice, provided that such amount of shares of the Company shall not exceed ten per cent. (10%) of the number of shares of the Company in issue at the date of passing of this resolution.”

Yours faithfully, By order of the Board China Risun Group Limited Mr. Yang Xuegang Chairman

Hong Kong, May 28, 2019

Notes:

1. A form of proxy for use at the AGM (or any adjournment thereof) is enclosed herewith. Any member of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of him/her/it. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company but must be present in person at the meeting to represent the member.

– 26 –

NOTICE OF ANNUAL GENERAL MEETING

1. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

2. In order to be valid, the form of proxy together with a power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority must be deposited at the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited of Level 22, 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 fixed for holding the AGM (or any adjournment thereof).

3. Completion and return of the proxy form in respect of the proposed ordinary resolutions for the AGM will not preclude a member of the Company from attending and voting in person at the AGM (or any adjournment thereof) should he/she so wishes and in such event, the proxy form for the AGM (or any adjournment thereof) will be deemed to have been revoked.

4. All resolutions at the AGM will be taken by poll (except where the chairman decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited and the Company in accordance with the Listing Rules.

5. The register of members of the Company will be closed from Tuesday, June 25, 2019 to Friday, June 28, 2019 (both days inclusive) for the purpose of determining the right to attend and vote at the AGM, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the forthcoming AGM, all share transfer documents accompanied by the corresponding share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4:30 p.m. on Monday, June 24, 2019.

6. With regard to ordinary resolutions set out in paragraphs 3 to 8 and 12 to 14 of this notice, a circular giving details of the re-electing of Directors and general mandates to issue and to repurchase Shares will be despatched to Shareholders. The biographical details of the retiring Directors who are subject to re-election at the meeting are set out in Appendix I to the circular.

As at the date of this notice, the executive Directors are Mr. Yang Xuegang, Mr. Zhang Yingwei, Mr. Han Qinliang, Mr. Wang Fengshan, Mr. Wang Nianping and Mr. Yang Lu; and the independent non-executive Directors are Mr. Kang Woon, Mr. Yu Kwok Kuen Harry and Mr. Wang Yinping.

– 27 –