Greentech Technology International Limited — Proxy Solicitation & Information Statement 2022

Jun 2, 2022

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Greentech Technology International Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or the bank, licensed securities dealer 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.

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GREENTECH TECHNOLOGY INTERNATIONAL LIMITED ����������

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00195)

PROPOSED SHARE CONSOLIDATION, PROPOSED CHANGE IN BOARD LOT SIZE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the Company to be held at Suite No. 1B on 9/F, Tower 1, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on Thursday, 23 June 2022 at 11:30 a.m. is set out on pages 14 to 16 of this circular. A form of proxy for use by the shareholders of the Company at the extraordinary general meeting is sent to you with this circular.

Whether or not you are able to attend the extraordinary general meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event by 11:30 a.m. on Tuesday, 21 June 2022 or not later than 48 hours before the time appointed for holding of any adjournment thereof (as the case may be). Completion and return of the form of proxy shall not preclude you from attending and voting in person at the extraordinary general meeting or any adjournment thereof should you so wish and in such event, the form of proxy previously submitted shall be deemed to be resolved.

6 June 2022

CONTENTS

	Page
Precautionary Measures for the Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . .	1
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

– i –

PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING

The health of our Shareholders, staff and stakeholders is of paramount importance to us. In view of the ongoing Novel Coronavirus (COVID-19) pandemic, the Company will implement the following precautionary measures at the EGM to protect attending Shareholders, staff and stakeholders from the risk of infection:

• (i) Compulsory body temperature checks will be conducted for every Shareholder, proxy or other attendee at each entrance of the meeting venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the meeting venue or be required to leave the meeting venue.

• (ii) The Company requests each attendee to wear a surgical face mask throughout the meeting and inside the meeting venue, and to maintain a safe distance between seats.

• (iii) No refreshment will be served, and there will be no corporate gift.

In addition, the Company reminds all Shareholders that physical attendance in person at the meeting is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) at the meeting instead of attending the meeting in person, by completing and return the proxy form attached to this document.

If any Shareholder has any question relating to the meeting, please contact Tricor Investor Services Limited, the Company’s branch share registrar and transfer office in Hong Kong as follows:

Tricor Investor Services Limited Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong Email: is-enquiries@hk.tricorglobal.com Tel: (852) 2980 1333 Fax: (852) 2810 8185

– 1 –

DEFINITIONS

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

• ‘‘Articles of Association’’

the articles of association of the Company (as amended from time to time)

• ‘‘Board’’

• the board of Directors

• ‘‘business day’’

• has the meaning ascribed to it under the Listing Rules

• ‘‘CCASS’’

• the Central Clearing and Settlement System operated by the HKSCC

• ‘‘CCASS Operational Procedures’’

• the Operational Procedures of HKSCC in relation to CCASS, containing the practices, procedures and administrative requirements relating to operations and functions of CCASS, as from time to time

• ‘‘Change in Board Lot Size’’

• the change in board lot size of the Shares for trading on the Stock Exchange from 10,000 Existing Shares to 2,000 Consolidated Shares

• ‘‘Company’’

• Greentech Technology International Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Stock Exchange

• ‘‘Consolidated Shares’’

• ordinary shares of HK$0.025 each in the share capital of the Company upon the Share Consolidation becoming effective

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘EGM’’

• the extraordinary general meeting of the Company convened to be held to consider and, if thought fit, approve the Share Consolidation, the notice of which is set out on pages 14 to 16 of this circular

• ‘‘Existing Share(s)’’

• ordinary share(s) of HK$0.005 each in the share capital of the Company prior to the Share Consolidation becoming effective

– 2 –

DEFINITIONS

‘‘General Rules of CCASS’’

the terms and conditions regulating the use of CCASS, as may be amended or modified from time to time and where the context so permits, shall include the CCASS Operational Procedures

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘HKSCC’’

• Hong Kong Securities Clearing Company Limited

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong from time to time

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Latest Practicable Date’’

• 30 May 2022, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information in this circular

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Share(s)’’ the Existing Share(s) and/or the Consolidated Share(s), as the case may be

• ‘‘Share Consolidation’’ the proposed consolidation of every five (5) issued and unissued Existing Shares into one (1) Consolidated Share

• ‘‘Share Option(s)’’ the option(s) to subscribe for new shares of the Company granted under the Share Option Scheme

• ‘‘Share Option Scheme’’ the share option scheme adopted by the Company on 16 June 2021

• ‘‘Shareholder(s)’’ the holder(s) of the Share(s)

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

– 3 –

EXPECTED TIMETABLE

The expected timetable of the proposed Share Consolidation and proposed Change in Board Lot Size is as follows:-

Events	Time and date
	2022
Latest date and time for lodging transfer documents
in order to qualify for attending and
voting at the EGM . . . . . . . . . . . . . .	. . . . . . . . . . . . . 4:30 p.m. on Thursday, 16 June
Closure of register of members for the entitlement to
attend and vote at the EGM . . . . . . . .	. . . . . . . . . Friday, 17 June to Thursday, 23 June
	(both days inclusive)
Latest date and time for lodging forms
of proxy for the EGM . . . . . . . . . . . .	. . . . . . . . . . . . . 11:30 a.m. on Tuesday, 21 June
Date and time of the EGM . . . . . . . . . . .	. . . . . . . . . . . . 11:30 a.m. on Thursday, 23 June
Date of publication of the announcement
of voting results of the EGM . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . Thursday, 23 June
The following events are conditional on the fulfilment of the conditions for the
implementation of the Share Consolidation:
Effective date of the Share Consolidation . .	. . . . . . . . . . . . . . . . . . . . . . Monday, 27 June
First day for free exchange of existing share certificates
for new share certificates for
the Consolidated Shares commences . . .	. . . . . . . . . . . . . . . . . . . . . . Monday, 27 June
Dealings in Consolidated Shares commence	. . . . . . . . . . . . . . 9:00 a.m. on Monday, 27 June
Original counter for trading in the Existing Shares
in board lots of 10,000 Existing Shares
(in the form of existing share certificates
in Green colour) temporarily closes . . . .	. . . . . . . . . . . . . . 9:00 a.m. on Monday, 27 June
Temporary counter for trading in the Consolidated Shares
in board lots of 2,000 Consolidated Shares
(in the form of existing share certificates
in Green colour) opens . . . . . . . . . . .	. . . . . . . . . . . . . . 9:00 a.m. on Monday, 27 June

– 4 –

EXPECTED TIMETABLE

Events		Time and date
		2022
Original counter for trading in the Consolidated Shares
in new board lots of 2,000 Consolidated Shares
(in the form of new share certificates
in Blue colour) re opens . . . . . . . . . . . . . . . . . .	. . . . . . . 9:00 a.m. on Tuesday, 12 July
Parallel trading in the Consolidated Shares
(in form of new share certificates in Blue colour
and existing share certificates
in Green colour) commences . . . . . . . . . . . . . . .	. . . . . . . 9:00 a.m. on Tuesday, 12 July
Designated broker starts to stand in the market
to provide matching services for odd lots
of the Consolidated Shares . . . . . . . . . . . . . . . .	. . . . . . . 9:00 a.m. on Tuesday, 12 July
Designated broker ceases to stand in the market
to provide matching services for odd lots of
the Consolidated Shares . . . . . . . . . . . . . . . . . .	. . . . . . 4:00 p.m. on Monday, 1 August
Temporary counter for trading in the Consolidated Shares
in board lots of 2,000 Consolidated Shares
(in the form of existing share certificates
in Green colour) closes . . . . . . . . . . . . . . . . . .	. . . . . . 4:10 p.m. on Monday, 1 August
Parallel trading in the Consolidated Shares
(in form of new share certificates in Blue colour)
and existing share certificates in Green colour) ends	. . . . . . 4:10 p.m. on Monday, 1 August
Last day for free exchange of existing share
certificates for new share certificates for
the Consolidated Shares . . . . . . . . . . . . . . . . . .	. . . . . . . .	. . . . Wednesday, 3 August

All times and dates specified in the timetable above refer to Hong Kong times and dates. Dates or deadlines specified in this circular are indicative only and may be varied by the Company. Any consequential changes to the expected timetable will be announced or notified to the Shareholders as and when appropriate.

– 5 –

LETTER FROM THE BOARD

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GREENTECH TECHNOLOGY INTERNATIONAL LIMITED ����������

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00195)

Executive Directors: Tan Sri Dato’ Koo Yuen Kim P.S.M., D.P.T.J. J.P (Dr. Hsu Jing-Sheng as his alternate) (Chairman) Ms. Xie Yue (Co-Chief Executive Officer) Dr. Hsu Jing-Sheng (Co-Chief Executive Officer) Mr. Sim Tze Jye Mr. Li Zheng Independent Non-executive Directors: Datin Sri Lim Mooi Lang Mr. Kim Wooryang Mr. Chan Tin Kwan, Bobby

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in Hong Kong: Suite No. 1B on 9/F, Tower 1 China Hong Kong City 33 Canton Road Tsim Sha Tsui, Kowloon Hong Kong

6 June 2022

To the Shareholders

Dear Sir/Madam,

PROPOSED SHARE CONSOLIDATION AND PROPOSED CHANGE IN BOARD LOT SIZE

INTRODUCTION

Reference is made to the announcement of the Company dated 6 May 2022 in relation to, among other matters, the proposed Share Consolidation and proposed Change in Board Lot Size. The purpose of this circular is to provide you with more information regarding the proposed Share Consolidation and the proposed Change in Board Lot Size and to give you notice of the EGM.

– 6 –

LETTER FROM THE BOARD

PROPOSED SHARE CONSOLIDATION

The Board proposes to implement the Share Consolidation on the basis that every five (5) issued and unissued Existing Shares of par value of HK$0.005 each in the share capital of the Company be consolidated into one (1) Consolidated Share of par value of HK$0.025 each.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon the following conditions being fulfilled:

• (i) the passing of an ordinary resolution by the Shareholders to approve the Share Consolidation at the EGM;

• (ii) the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective; and

• (iii) the compliance with all relevant procedures and requirements under the laws of the Cayman Islands (where applicable) and the Listing Rules to effect the Share Consolidation.

The Share Consolidation is expected to become effective on the second Business Day immediately following the fulfillment of the above conditions (i.e. 27 June 2022).

As at the Latest Practicable Date, none of the above conditions have been fulfilled.

Effects of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company is HK$100,000,000 divided into 20,000,000,000 Existing Shares of par value of HK$0.005 each, of which 6,830,000,000 Existing Shares have been allotted and issued as fully paid or credited as fully paid.

Upon the Share Consolidation becoming effective and on the basis that no further Shares will be allotted and issued or repurchased or surrendered prior thereto, the authorised share capital of the Company will remain at HK$100,000,000 but will be divided into 4,000,000,000 Consolidated Shares of par value of HK$0.025 each, of which 1,366,000,000 Consolidated Shares will be in issue as fully paid or credited as fully paid.

Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other.

Other than the expenses, including professional fees and printing charges, to be incurred in relation to the Share Consolidation, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the Company or the shareholdings, proportionate interests or rights of the Shareholders, save for any fractional Consolidated Shares to which Shareholders may be entitled.

– 7 –

LETTER FROM THE BOARD

Listing application

An application has been made by the Company to the Stock Exchange for the listing of, and the permission to deal in, the Consolidated Shares in issue upon the Share Consolidation becoming effective and the Consolidated Shares which may be issued pursuant to the exercise of the options granted or which may be granted under the Share Option Scheme.

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, as well as compliance with the stock admission requirements of CCASS, upon the Share Consolidation becoming effective, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS established and operated by HKSCC.

None of the Existing Shares are listed or dealt in on any other stock exchanges other than the Stock Exchange, and at the time when the Share Consolidation becoming effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought.

Fractional entitlement to the Consolidated Shares

Fractional Consolidated Shares arising from the Share Consolidation, if any, will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Existing Shares regardless of the number of share certificates held by such holder.

Odd lot arrangements

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company has appointed China Demeter Securities Limited to provide matching service, on a best effort basis, for the sale and purchase of odd lots of the Consolidated Shares arising from the Share Consolidation.

Shareholders who wish to take advantage of this facility either to dispose of their odd lots of the Consolidated Shares or top up to a full board lot may, directly or through their brokers, contact Mr. Steve Chan of China Demeter Securities Limited at Unit A1, 35/F, United Centre, 95 Queensway, Admiralty, Hong Kong, Hong Kong or by phone at (852) 2106 3110 during office hours from 9:00 a.m. on Tuesday, 12 July 2022 to 4:00 p.m. on Monday, 1 August 2022. Holders of odd lots of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Shareholders who are in any doubt about the odd lots matching arrangement are recommended to consult their own professional advisers.

– 8 –

LETTER FROM THE BOARD

Exchange of share certificates

Should the Share Consolidation become effective, Shareholders may, during the period from 27 June 2022 to 3 August 2022 (both days inclusive), submit existing share certificates in Green colour for the Existing Shares to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for exchange, at the expense of the Company, for new share certificates in Blue colour for Consolidated Shares.

It is expected that the new share certificates for the Consolidated Shares will be available for collection within 10 business days after the submission of the existing share certificates to the branch share registrar and transfer office of the Company for exchange.

Thereafter, share certificates for Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be allowed by the Stock Exchange) for each share certificate for the Consolidated Shares issued or each share certificate for the Existing Shares submitted for cancellation, whichever the number of share certificates involved is higher.

Subject to and upon the Share Consolidation becoming effective, after close of business on Monday, 1 August 2022, trading will only be in Consolidated Shares which share certificates will be issued in Blue colour. Existing share certificates in Green colour for the Existing Shares will cease to be good for delivery but will continue to be good evidence of legal title and may be exchanged for share certificates for the Consolidated Shares at any time at the expense of the Shareholders.

ADJUSTMENTS IN RELATION TO OTHER SECURITIES OF THE COMPANY

As at the Latest Practicable Date, the Company has outstanding Share Options entitling the holders thereof to subscribe for a total of 143,430,000 Existing Shares under the Share Option Scheme. Under the relevant terms and conditions thereof, the Share Consolidation may lead to adjustments to the exercise price and the number of shares falling to be issued upon exercise of the Share Options pursuant to the terms thereof.

Save as disclosed above, the Company does not have any other derivatives, options, warrants, other securities or conversion rights or other similar rights which are convertible or exchangeable into, any Existing Shares or Consolidated Shares, as at the Latest Practicable Date.

– 9 –

LETTER FROM THE BOARD

Adjustments to Outstanding Share Options

Upon the Share Consolidation becoming effective, pursuant to the terms and conditions of the Share Option Scheme, the exercise price and the number of Shares to be issued upon full exercise of the outstanding Share Options granted under the Share Option Scheme will be adjusted in the following manner:

Date of grant Exercise period 14 April 2022 14 April 2022 to 14 April 2032	As at the Latest Practicable Date Exercise price per Existing Share Number of outstanding Share Options (HK$) HK$0.187 per Existing Share 143,430,000 Existing Shares	Immediately after the Share Consolidation becoming effective
		Exercise price per Consolidated Share Adjusted number of outstanding Share Options (HK$) HK$0.935 per Consolidated Share 28,686,000 Consolidated Shares

Save for the above adjustments, all other terms and conditions of the outstanding Share Options granted under the Share Option Scheme remain unchanged.

Akron Corporate Finance Limited, a corporation licensed to conduct Type 6 (advising on corporate finance) regulated activity under the Securities and Futures Ordinance (Cap. 571 Laws of Hong Kong) and an independent financial adviser engaged by the Company has reviewed the calculations and confirmed to the Directors in writing that the calculation is accurate and the above adjustments are in accordance with the terms and conditions of the Share Options Scheme upon the Share Consolidation becoming effective.

PROPOSED CHANGE IN BOARD LOT SIZE

As at the Latest Practicable Date, the Existing Shares are traded on the Stock Exchange in the board lot size of 10,000 Existing Shares. The Board proposes to change the board lot size for trading on the Stock Exchange from 10,000 Existing Shares to 2,000 Consolidated Shares per board lot, conditional upon the Share Consolidation becoming effective.

Based on the closing price of HK$0.2 per Existing Share (equivalent to the theoretical closing price of HK$1.0 per Consolidated Share) as at the Latest Practicable Date, (i) the value of each existing board lot of Existing Shares is HK$2,000; (ii) the value of each board lot of 10,000 Consolidated Shares would be HK$10,000 on the assumption that the Share Consolidation becomes effective; and (iii) the value of each board lot of 2,000 Consolidated Shares would be HK$2,000 on the assumption that the Change in Board Lot Size has also become effective.

– 10 –

LETTER FROM THE BOARD

The Change in Board Lot Size will not result in any change in relative rights of the Shareholders.

REASONS FOR THE PROPOSED SHARE CONSOLIDATION AND THE CHANGE IN BOARD LOT

According to Rule 13.64 of the Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01 or HK$9,995.00, the Stock Exchange reserves the right to require the issuer either to change the trading method or to proceed with a consolidation or splitting of its securities. The ‘‘Guide on Trading Arrangements for Selected Types of Corporate Actions’’ issued by the Hong Kong Exchanges and Clearing Limited on 28 November 2008 and updated on 1 October 2020 has further stated that market price of the shares at a level less than HK$0.10 each will be considered as trading at extremity as referred to under Rule 13.64 of the Listing Rules.

The Existing Shares have been trading not exceeding HK$0.206 each and from time to time below HK$0.10 during the 12 months prior to 6 May 2022 (being the date of the announcement of the Company in respect of the proposed Share Consolidation and the proposed Change in Board Lot Size). The Board considers that based on the closing price of HK$2.0 per Existing Share (equivalent to the theoretical closing price of HK$1.0 per Consolidated Share) as at the Latest Practicable Date, the proposed Share Consolidation and Change in Board Lot Size, resulting in a theoretical price HK$1.0 per Consolidated Share and HK$2,000 per board lot of 2,000 Consolidated Shares (based on the closing price of HK$2.0 per Existing Share as at the Latest Practicable Date), would enable the Company to avoid the occurrence of non-compliance with the trading requirements under the Listing Rules. The proposed Share Consolidation will increase the nominal value of the Shares and will reduce the total number of Shares currently in issue. As such, it is expected that the Share Consolidation will bring about a corresponding upward adjustment in the trading price of the Shares. When deciding to invest in any particular company, institutional and professional investors tend to consider, among other factors, the stability of the share price performance and how it compares with its peers in a particular sector, including its per share price. By aligning the Share price level of the Company with its major industry peers, it is expected that such parameters of the Shares will achieve a level playing field with its major industry peers when being assessed by different types of investors who are considering investment in the industry as part of their portfolios. Therefore, the Company believes that an upward adjustment in the trading price of the Consolidated Shares will make investing in the Consolidated Shares more attractive to a broader range of institutional and professional investors, which is also expected that the corporate image and profile of the Company would be uplifted. The Board also expects that the reduction in board lot size will support the trading and liquidity of the Shares.

– 11 –

LETTER FROM THE BOARD

In view of the above reasons, the Board considers that the Share Consolidation and the Change in Board Lot Size are justifiable. Accordingly, the Board is of the view that the Share Consolidation and the Change in Board Lot Size are beneficial to and in the interests of the Company and the Shareholders as a whole.

As at the Latest Practicable Date, the Company has no intention to carry out other corporate actions in the next 12 months which may have an effect of undermining or negating the intended purpose of the Share Consolidation. At present, the Company is considering certain methods of fund raising activity for its business operation. However, as at the Latest Practicable Date, there is no concrete plan for any fund raising activity. The Company will update its Shareholders by way of announcement as and when required in accordance with the Listing Rules.

EXTRAORDINARY GENERAL MEETING

The notice of the EGM is set out on pages 14 to 16 of this circular. At the EGM, an ordinary resolution will be proposed to approve the Share Consolidation.

Pursuant to article 66 of the Articles of Association, a resolution put to the vote of a meeting shall be decided by way of a poll if voting by way of poll is required by the rules of the Stock Exchange or a poll is otherwise demanded in accordance with that article 66.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

Accordingly, the ordinary resolution in the notice of the EGM will be put to vote by way of poll at the EGM.

A form of proxy for use at the EGM is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited and the Company. Whether or not you are able to attend the EGM, 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 and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event by 11:30 a.m. on Tuesday, 21 June 2022 or not later than 48 hours before the time appointed for holding of the adjourned EGM (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 EGM or the adjournment thereof should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

– 12 –

LETTER FROM THE BOARD

Closure of register of members

To ascertain the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Friday, 17 June 2022 to Thursday, 23 June 2022, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for the entitlement to attend and vote at the EGM, all transfer of Shares accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong by 4:30 p.m. on Thursday, 16 June 2022 (Hong Kong time).

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider that the Share Consolidation is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolution to be proposed at the EGM.

Yours faithfully,

For and on behalf of the Board

Greentech Technology International Limited Tan Sri Dato’ Koo Yuen Kim

P.S.M., D.P.T.J. J.P Chairman

– 13 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

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GREENTECH TECHNOLOGY INTERNATIONAL LIMITED ����������

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00195)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Greentech Technology International Limited (the ‘‘Company’’) will be held at Suite No. 1B on 9/F, Tower 1, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on Thursday, 23 June 2022 at 11:30 a.m. for the purposes of considering and, if thought fit, passing the following resolution with or without amendments as an ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT subject to the fulfilment of all the conditions (the ‘‘Conditions’’) set out in the section headed ‘‘Conditions of the Share Consolidation’’ in the circular of the Company dated 6 June 2022, a copy of which has been tabled at the meeting marked ‘‘A’’ and initialled by the chairman of the meeting for the purpose of identification, with effect from the second business day immediately following the date on which this resolution is passed or the Conditions are fulfilled (whichever is later):

• (a) every five (5) issued and unissued ordinary shares of par value of HK$0.005 each in the share capital of the Company (the ‘‘Existing Shares’’) be consolidated into one (1) ordinary share of par value of HK$0.025 each (the ‘‘Consolidated Shares’’) (the ‘‘Share Consolidation’’), such Consolidated Share(s) shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the constitutional documents of the Company so that following the Share Consolidation the authorised share capital of the Company will be changed from HK$100,000,000 divided into 20,000,000,000 Existing Shares of par value of HK$0.005 each to HK$100,000,000 divided into 4,000,000,000 Consolidated Shares of par value of HK$0.025 each;

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (b) all fractional entitlements (if any) to the issued Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to the shareholders of the Company but all such fractional Consolidated Shares will be aggregated and, if possible, sold and the net proceeds shall be retained for the benefit of the Company in such manner and on such terms as the directors of the Company (the ‘‘Directors’’) may think fit; and

• (c) any one of the Directors be and is hereby authorised generally to do all such acts and things and sign, execute and deliver all documents (including affixing the common seal of the Company if appropriate) he or she considers necessary, desirable or expedient to give effect to the Share Consolidation and the transactions contemplated thereunder.’’

For and on behalf of the board of Directors of Greentech Technology International Limited Tan Sri Dato’ Koo Yuen Kim

P.S.M., D.P.T.J. J.P

Chairman

Hong Kong, 6 June 2022

As at the date of this notice, the board of Directors comprises the following:

Executive Directors:

Tan Sri Dato’ Koo Yuen Kim P.S.M., D.P.T.J. J.P (Mr. Hsu Jing-Sheng as his alternate) (Chairman) Ms. Xie Yue (Co-Chief Executive Officer) Mr. Hsu Jing-Sheng (Co-Chief Executive Officer) Mr. Sim Tze Jye Mr. Li Zheng

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Independent Non-executive Directors: Datin Sri Lim Mooi Lang Mr. Kim Wooryang Mr. Chan Tin Kwan, Bobby

Principal place of business in Hong Kong: Suite No. 1B on 9/F, Tower 1 China Hong Kong City 33 Canton Road Tsim Sha Tsui, Kowloon Hong Kong

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

• (1) A member of the Company entitled to attend and vote at the aforesaid meeting is entitled to appoint one or (if holding two or more shares) more proxies to attend and vote in his stead. A proxy need not be a member of the Company.

• (2) Where there are joint holders of any Share, any one of such joint holders may vote, 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 be present at the meeting the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

• (3) To be valid, the form of proxy together with any power of attorney or other authority under which it is signed or a certified copy of that power of attorney or authority must be deposited with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 48 hours before the time appointed for holding of the extraordinary general meeting (i.e. 11:30 a.m. on Tuesday, 21 June 2022) or any adjournment thereof.

• (4) Pursuant to the articles of association of the Company, the Chairman of the meeting will demand a poll on the resolution set out in this notice put to the vote at the meeting.

• (5) For the purpose of determining the entitlement of the members to attend and vote at the extraordinary general meeting, the register of members of the Company will be closed from Friday, 17 June 2022 to Thursday, 23 June 2022, both days inclusive, during which period no transfer of Shares of the Company will be registered. Members whose names appear on the register of members of the Company on Thursday, 23 June 2022 will be entitled to attend and vote at the extraordinary general meeting. All transfers of Shares accompanied by the relevant share certificates and the appropriate transfer forms must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4:30 p.m. on Thursday, 16 June 2022.

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