ZONQING Environmental Limited - Proxy Solicitation & Information Statement 2022

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

If you have sold or transferred all your shares in ZONBONG LANDSCAPE Environmental Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1855)

(1) PROPOSED CHANGE OF COMPANY NAME AND

(2) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY AND ADOPTION OF FURTHER AMENDED MEMORANDUM AND ARTICLES AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

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

A notice convening the EGM to be held at 11/F, Zhongqing Building, No. 5888, Fuzhi Road, Jingyue High-tech Industrial Development Zone, Changchun City, Jilin Province, PRC on Thursday, 17 November 2022 at 10:00 a.m. is set out on pages EGM-1 to EGM-3 of this circular.

A form of proxy for use in connection with the EGM is enclosed with this circular. Such form of proxy is also published on the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.zonbong.com). If you are not able or do not intend to attend the EGM in person and wish to exercise your right as a Shareholder, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the completed form of proxy to the Company’s Hong Kong branch share registrar and transfer office, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong as soon as possible but in any event, not later than 48 hours before the time appointed for holding the EGM or its adjournment (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 its adjournment if you so wish. If you attend and vote at the EGM, the instrument appointing your proxy will be deemed to have been revoked.

Hong Kong, 28 October 2022

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Proposed Change of Company Name. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Proposed amendments to the Memorandum and Articles of Association and
adoption of further amended Memorandum and Articles . . . . . . . . . . . . . . . . . . . . . . . . . 5
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
The EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Voting by Poll at the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Appendix I – proposed amendments to the Memorandum and Articles of Association. . I-1
Notice of the EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

DEFINITIONS

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

“Articles of Association” the Amended and Restated Articles of Association of the Company currently in effect
“Board” the board of Directors “Chairman” the chairman of the Board “Change of Company Name” the proposed change of the English name of the Company from “ZONBONG LANDSCAPE Environmental Limited” to “ZONQING Environmental Limited” and the dual foreign name in Chinese of the Company from “中邦園林環境股份有限公司” to “中慶環境股份有限公司”
“Company” ZONBONG LANDSCAPE Environmental Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1855)
“Director(s)” director(s) of the Company
“EGM” the extraordinary general meeting of the Company to be held at 11/F, Zhongqing Building, No. 5888, Fuzhi Road, Jingyue High-tech Industrial Development Zone, Changchun City, Jilin Province, PRC on Thursday, 17 November 2022 at 10:00 a.m. or any adjourned meeting thereof, to consider and, if thought fit, approve, among others, (i) the Change of Company Name; and (ii) the Proposed Amendments and the adoption of the Further Amended Memorandum and Articles
“Further Amended the second amended and restated memorandum of association and the Memorandum and Articles” second amended and restated articles of association of the Company incorporating and consolidating all Proposed Amendments

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

“Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

“Memorandum and Articles of Association”

the Amended and Restated Memorandum of Association and the Amended and Restated Articles of Association of the Company currently in effect

DEFINITIONS

“Memorandum of	the Amended and Restated Memorandum of Association of the Company
Association”	currently in effect
“PRC”	the People’s Republic of China, for the purpose of this circular only,
	excluding Hong Kong, the Macao Special Administrative Region of the
	PRC and Taiwan
“Proposed Amendments”	proposed amendments to the Memorandum and Articles of Association
	as set out in Appendix I to this circular
“Registrar”	the Registrar of Companies in the Cayman Islands
“Share(s)”	ordinary share(s) with a nominal value of HK$0.001 each in the share
	capital of the Company
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“%”	per cent

LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1855)

Executive Directors: Registered office: Mr. LIU Haitao (Vice-chairman 71 Fort Street and Chief Executive Officer) PO Box 500 Mr. WANG Xudong (Chief Operating Officer) George Town Ms. WANG Yan (Chief Financial Officer) Grand Cayman KY1-1106 Cayman Islands Non-executive Directors: Mr. SUN Juqing (Chairman) Head office and principal place Ms. LYU Hongyan of business in the PRC: Mr. SHAO Zhanguang 3/F, Zhongqing Building No. 5888, Fuzhi Road Independent non-executive Directors: Jingyue High-tech Industrial Development Zone Mr. GAO Xiangnong Changchun City Mr. LEE Kwok Tung Louis Jilin Province Mr. YIN Jun PRC 28 October 2022

To the Shareholders

Dear Sir/Madam,

(1) PROPOSED CHANGE OF COMPANY NAME AND

(2) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY AND ADOPTION OF FURTHER AMENDED MEMORANDUM AND ARTICLES

1. INTRODUCTION

Reference is made to the announcement of the Company dated 24 October 2022 in respect of (i) the Change of Company Name; and (ii) the Proposed Amendments and adoption of the Further Amended Memorandum and Articles (the “ Announcement ”). The purpose of this circular is to provide you with details regarding the proposed resolutions so as to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the EGM.

LETTER FROM THE BOARD

2. PROPOSED CHANGE OF COMPANY NAME

As stated in the Announcement, the Board proposed to change the English name of the Company from “ZONBONG LANDSCAPE Environmental Limited” to “ZONQING Environmental Limited” and the dual foreign name in Chinese of the Company from “中邦園林環境股份有限公司” to “中慶環境股份有限公司”, subject to the conditions set out below being fulfilled. The English and Chinese stock short names of the Company will also be changed accordingly.

2.1. Conditions for the Change of Company Name

The Change of Company Name is conditional upon the following conditions having been satisfied:

(1) the passing of a special resolution by the Shareholders at the EGM to approve the Change of Company Name; and
(2) the Registrar approving the Change of Company Name by issuing a certificate of incorporation of change of name.

Subject to the satisfaction of the above conditions, the Change of Company Name will take effect from the date on which the Registrar enters the new English name and the new dual foreign name in Chinese of the Company in the Register of Companies in the Cayman Islands in place of the existing names, and issues a certificate of incorporation on change of name. The Company will also carry out all necessary filing procedures in Hong Kong upon the Change of Company Name becoming effective.

2.2. Reasons for the Change of Company Name

The Board considers that the Change of Company Name will enhance the corporate brand and image of the Company which will benefit the Company’s future business and development. Therefore, the Board considers that the Change of Company Name is in the interests of the Company and the Shareholders as a whole.

2.3. Effects of the Change of Company Name

The Change of Company Name will not affect any rights of the holders of securities of the Company.

The certificates of securities in issue bearing the present name of the Company will, after the Change of Company Name becoming effective, continue to be evidence of title to such securities, and continue to be valid for trading, settlement, registration and delivery purposes. There will not be any arrangement for exchange of the existing certificates of securities for new certificates of securities bearing the new name of the Company. Once the Change of Company Name becomes effective, new certificates of securities will be issued in the new name of the Company.

LETTER FROM THE BOARD

In addition, subject to the confirmation from the Stock Exchange, the English and Chinese stock short names of the Company for trading of its securities on the Stock Exchange will be changed after the Change of Company Name becoming effective. The Company also intends to adopt a new company logo and change its company website afterwards.

3. PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF FURTHER AMENDED MEMORANDUM AND ARTICLES

As set out in the Announcement, the Board proposed to seek approval from the Shareholders at the EGM for the Proposed Amendments and the adoption of the Further Amended Memorandum and Articles primarily to (i) reflect the Change of Company Name, and (ii) reflect and conform to Appendix 3 to the Listing Rules regarding the core shareholder protection standards, which became effective on 1 January 2022.

Particulars of the Proposed Amendments, which will be effected by the adoption of the Further Amended Memorandum and Articles in substitution for, and to the exclusion of, the existing Memorandum and Articles of Association. Details of the Proposed Amendments are set out in Appendix I to this circular. The proposed adoption of the Further Amended Memorandum and Articles is subject to the approval of the Shareholders by way of a special resolution at the EGM and the passing of the special resolution approving the Change of Company Name by the Shareholders at the EGM. If the Change of Company Name as well as the Proposed Amendments and the adoption of the Further Amended Memorandum and Articles are approved, the Further Amended Memorandum and Articles will take effect from the date on which the Registrar enters the new English name and the new dual foreign name in Chinese of the Company in the Register of Companies in the Cayman Islands in place of the existing names, and issues a certificate of incorporation on change of name.

The legal advisers to the Company as to Hong Kong law have confirmed that the Further Amended Memorandum and Articles conform with the requirements of the Listing Rules and the legal advisers to the Company as to Cayman Islands law have confirmed that the Proposed Amendments conform with Appendix 3 to the Listing Rules and the laws of the Cayman Islands. In addition, the Company confirms that there is nothing unusual about the Proposed Amendments for a company listed in Hong Kong.

The Shareholders are advised that the Further Amended Memorandum and Articles are drafted in English and there is no official Chinese translation of them. The Chinese translation of the Further Amended Memorandum and Articles is provided for reference only. In the event of any inconsistency between the English version and the Chinese version, the English version shall prevail.

LETTER FROM THE BOARD

4. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Monday, 14 November 2022 to Thursday, 17 November 2022 (both days inclusive), for the purpose of ascertaining shareholders’ entitlement to attend and vote at the EGM. In order to be entitled to attend and vote at the EGM, all completed transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong no later than 4:30 p.m. (Hong Kong time) on Friday, 11 November 2022.

5. THE EGM

The Company will convene the EGM at 11/F, Zhongqing Building, No. 5888, Fuzhi Road, Jingyue High-tech Industrial Development Zone, Changchun City, Jilin Province, PRC on Thursday, 17 November 2022 at 10:00 a.m., at which resolutions will be proposed for the purpose of considering and, if thought fit, approving, among others, (i) the Change of Company Name; and (ii) the Proposed Amendments and adoption of the Further Amended Memorandum and Articles. The notice convening the EGM is set out on pages EGM-1 to EGM-3 of this circular.

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

6. VOTING BY POLL AT THE EGM

Pursuant to the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all resolutions to be proposed at the EGM and contained in the notice of the EGM will be voted by way of a poll by the Shareholders.

7. 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.

LETTER FROM THE BOARD

8. RECOMMENDATION

The Directors believe that the proposed special resolutions set out in the notice of the EGM including (i) the Change of Company Name; and (ii) the Proposed Amendments and adoption of the Further Amended Memorandum and Articles are all in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders should vote in favour of the relevant resolutions to be proposed at the EGM.

9. ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular and the notice of the EGM.

10. MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

By order of the Board ZONBONG LANDSCAPE Environmental Limited Liu Haitao

Vice-chairman and executive Director

APPENDIX I PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

The following are the Proposed Amendments. Unless otherwise specified, clauses, paragraphs and article numbers referred to herein are clauses, paragraphs and article numbers of the Further Amended Memorandum and Articles.

A summary of the Proposed Amendments are as follows:

Note: The Further Amended Memorandum and Articles is prepared in English with no official Chinese version. Chinese translation is for reference only. In the event of inconsistency, the English version shall prevail.

Article	Existing Memorandum of Association		Provisions in the Further Amended Memorandum and Articles (showing amendments to the existing Memorandum of Association)	Provisions in the Further Amended Memorandum and Articles (showing amendments to the existing Memorandum of Association)	Provisions in the Further Amended Memorandum and Articles (showing amendments to the existing Memorandum of Association)
1	The name of the Company is ZONBONG LANDSCAPE Environmental Limited中邦園林環境股份有限公司.		T h e n a m Z O N Q I N G	e o f t h e C	o m p a n y i s ~~A N D S C A P E~~ ~~邦園林~~ ~~環~~境股
5	If the Company is registered as an exempted company as defined in the Cayman Islands Companies Law, it shall have the power, subject to the provisions of the Cayman Islands Companies Law and with the approval of a special resolution, to continue as a body incorporated under the laws of any jurisdiction outside of the Cayman Islands and to be de-registered in the Cayman Islands.		If the Company is registered as an exempted company as defined in the Cayman Islands CompaniesAct ~~Law~~ ~~,~~it shall have the power, subject to the provisions of the Cayman Islands CompaniesAct ~~Law~~ and with the approval of a special resolution, to continue as a body incorporated under the laws of any jurisdiction outside of the Cayman Islands and to be de-registered in the Cayman Islands.

I-1

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

Article Existing Articles of Association Provisions in the Further Amended Memorandum and Articles (showing amendments to the existing Articles of Association)
1 (a) Table “A” of the Companies Law (as (a) Table “A” of the Companies Act ~~Law~~ revised) shall not apply to the (as revised) shall not apply to the Company. Company.
(b) Any marginal notes, titles or lead in (b) Any marginal notes, titles or lead in references to Articles and the index of references to Articles and the index of the Memorandum and Articles of the Memorandum and Articles of Association shall not form part of the Association shall not form part of the M e m o r a n d u m o r A r t i c l e s o f M e m o r a n d u m o r A r t i c l e s o f Association and shall not affect their Association and shall not affect their interpretation. In interpreting these interpretation. In interpreting these Articles of Association, unless there Articles of Association, unless there be something in the subject or context be something in the subject or context inconsistent therewith: inconsistent therewith:

C o m p a n i e s L a w : m e a n s t h e Companies Law (as revised) of the Cayman Islands as amended from time to time and every other act, order regulation or other instrument having statutory effect (as amended from time to time) for the time being in force in the Cayman Islands applying to or affecting the Company, the Memorandum of Association and/or the Articles of Association;

Companies Act ~~Law~~ : means the Companies Act ~~Law~~ (as revised) of the Cayman Islands as amended from time to time and every other act, order regulation or other instrument having statutory effect (as amended from time to time) for the time being in force in the Cayman Islands applying to or affecting the Company, the Memorandum of Association and/or the Articles of Association;

Registered Office: means the registered office of the Company for the time being as required by the Companies Law;

Registered Office: means the registered office of the Company for the time being as required by the Companies Act ~~Law;~~

I-2

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

(c) In these Articles, unless there be something in the subject or context inconsistent herewith:
(iii) s u b j e c t t o t h e f o r e g o i n g provisions of this Article, any words or expressions defined in the Companies Law (except any statutory modification thereof not in force when these Articles b e c o m e b i n d i n g o n t h e Company) shall bear the same meaning in these Articles, save that “company” shall where the context permits include any company incorporated in the Cayman Islands or elsewhere; and
(c) In these Articles, unless there be something in the subject or context inconsistent herewith:
(iii) s u b j e c t t o t h e f o r e g o i n g provisions of this Article, any words or expressions defined in the Companies Act ~~Law~~ (except any statutory modification thereof not in force when these Articles become binding on the Company) shall bear the same meaning in these Articles, save that “company” shall where the context permits include any company incorporated in the Cayman Islands or elsewhere; and

I-3

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

5 (a) If at any time the share capital of the Company is divided into different classes of Shares, all or any of the special rights attached to any class (unless otherwise provided for by the terms of issue of the Shares of that class) may, subject to the provisions of the Companies Law, be varied or abrogated either with the consent in writing of the holders of not less than ¾ in nominal value of the issued Shares of that class or with the sanction of a Special Resolution passed at a separate general meeting of the holders of the Shares of that class. To every such separate general meeting the provisions of these Articles relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum (other than at an adjourned meeting) shall be not less than two persons holding (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or representing by proxy one-third in nominal value of the issued Shares of that class, that the quorum for any meeting adjourned for want of quorum shall be two Shareholders present in person (or in the case of the Shareholder being a corporation, by its duly authorised representative) or by proxy (whatever the number of Shares held by them) and that any holder of Shares of the class present in person (or in the case o f t h e S h a r e h o l d e r b e i n g a corporation, by its duly authorised representative) or by proxy may demand a poll.

(a) If at any time the share capital of the Company is divided into different classes of Shares, all or any of the special rights attached to any class (unless otherwise provided for by the terms of issue of the Shares of that class) may, subject to the provisions of the Companies Act ~~Law,~~ be varied or abrogated either with the consent in writing of the holders of at least three - fourths ~~n ot less than ¾ in nominal value~~ of the issued Shares of that class or with the approval of a ~~sanction of a special~~ r ~~R~~ esolution passed by at least three-fourths of the votes cast by the holders of the shares of that class present and voting in person or by proxy at a separate general meeting of such ~~the~~ holders ~~of the Shares of that class~~ . To every such s e p a r a t e g e n e r a l m e e t i n g t h e provisions of these Articles relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum ~~(other than at an adjourned meeting) s~~ hall be not less than two persons holding (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or representing by proxy at least one-third ~~in nominal value o~~ f the issued Shares of that class, ~~that the quorum for any meeting adjourned for want of quorum shall be two Shareholders present in person (or in the case of the Shareholder being a corporation, by its duly authorised representative) or by proxy (whatever the number of Shares held by them)~~ and that any holder of Shares of the class present in person (or in the case o f t h e S h a r e h o l d e r b e i n g a corporation, by its duly authorised representative) or by proxy may demand a poll.

I-4

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

11	(a) All unissued Shares and other securities of the Company shall be at the disposal of the Board and it may offer, allot (with or without conferring a right of renunciation), grant options over or otherwise dispose of them to such persons, at such times, for such consideration and generally on such terms (subject to Article 9) as it in its absolute discretion thinks fit, but so that no Shares shall be issued at a discount. The Board shall, as regards any offer or allotment of Shares, comply with the provisions of the Companies Law, if and so far as such provisions may be applicable thereto.	(a) All unissued Shares and other securities of the Company shall be at the disposal of the Board and it may offer, allot (with or without conferring a right of renunciation), grant options over or otherwise dispose of them to such persons, at such times, for such consideration and generally on such terms (subject to Article 9) as it in its absolute discretion thinks fit, but so that no Shares shall be issued at a discount. The Board shall, as regards any offer or allotment of Shares, comply with the provisions of the CompaniesAct ~~Law~~ ~~,~~if and so far as such provisions may be applicable thereto.
12	(a) The Company may at any time pay commission to any person for subscribing or agreeing to subscribe (whether absolutely or conditionally) for any Shares or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any Shares, but so that the conditions and requirements of the Companies Law shall be observed and complied with, and in each case the commission shall not exceed 10% of the price at which the Shares are issued.	(a) The Company may at any time pay commission to any person for subscribing or agreeing to subscribe (whether absolutely or conditionally) for any Shares or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any Shares, but so that the conditions and requirements of the Companies Act ~~Law~~ shall be observed and complied with, and in each case the commission shall not exceed 10% of the price at which the Shares are issued.

I-5

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

(b) If any Shares are issued for the purpose of raising money to defray the expenses of the construction of any works or buildings or the provision of any plant which cannot be made profitable within a period of one year, the Company may pay interest on so much of that share capital as is for the time being paid up for the period and, subject to any conditions and restrictions mentioned in the Companies Law, may charge the sum so paid by way of interest to capital as part of the cost of c o n s t r u c t i o n o f t h e w o r k s o r buildings, or the provisions of the plant.
13 The Company may from time to time by Ordinary Resolution:
(d) sub-divide its Shares or any of them into Shares of smaller amount than is f i x e d b y t h e M e m o r a n d u m o f Association, subject nevertheless to the provisions of the Companies Law, and so that the resolution whereby any Share is sub-divided may determine that, as between the holders of the S h a r e s r e s u l t i n g f r o m s u c h sub-division, one or more of the Shares may have any such preferred or other special rights over, or may have such deferred rights or be subject to any such restrictions as compared with the others as the Company has power to attach to unissued or new Shares;

(b) If any Shares are issued for the purpose of raising money to defray the expenses of the construction of any works or buildings or the provision of any plant which cannot be made profitable within a period of one year, the Company may pay interest on so much of that share capital as is for the time being paid up for the period and, subject to any conditions and restrictions mentioned in the Companies Act ~~Law~~ , may charge the sum so paid by way of interest to capital as part of the cost of construction of the works or buildings, or the provisions of the plant.

The Company may from time to time by Ordinary Resolution:
(d) sub-divide its Shares or any of them into Shares of smaller amount than is f i x e d b y t h e M e m o r a n d u m o f Association, subject nevertheless to the provisions of the Companies Act ~~Law,~~ and so that the resolution whereby any Share is sub-divided may determine that, as between the holders of the Shares resulting from such sub-division, one or more of the Shares may have any such preferred or other special rights over, or may have such deferred rights or be subject to any such restrictions as compared with the others as the Company has power to attach to unissued or new Shares;

I-6

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

15 (a) Subject to the Companies Law, or any other law or so far as not prohibited by any law and subject to any rights conferred on the holders of any class of Shares, the Company shall have the power to purchase or otherwise acquire all or any of its own Shares (which expression as used in this Article includes redeemable Shares) provided that the manner and terms of purchase have first been authorised by an Ordinary Resolution of the Shareholders, and to purchase or otherwise acquire warrants and other securities for the subscription or purchase of its own Shares, and shares and warrants and other securities for the subscription or purchase of any shares in any company which is its Holding Company and may make payment therefor in any manner and terms authorised or not prohibited by law, including out of capital, or to give, directly or indirectly, by means of a loan, a guarantee, an indemnity, the provision of security or otherwise howsoever, financial assistance for the purpose of or in connection with a purchase or other acquisition made or to be made by any person of any Shares or warrants or other securities in the Company or any company which is a Holding Company of the Company and should the Company purchase or otherwise acquire its own Shares or warrants or other securities neither the Company nor the Board shall be required to select the Shares or warrants or other securities to be

(a) Subject to the Companies Act ~~Law,~~ or any other law or so far as not prohibited by any law and subject to any rights conferred on the holders of any class of Shares, the Company shall have the power to purchase or otherwise acquire all or any of its own Shares (which expression as used in this Article includes redeemable Shares) provided that the manner and terms of purchase have first been authorised by an Ordinary Resolution of the Shareholders, and to purchase or otherwise acquire warrants and other securities for the subscription or purchase of its own Shares, and shares and warrants and other securities for the subscription or purchase of any shares in any company which is its Holding Company and may make payment therefor in any manner and terms authorised or not prohibited by law, including out of capital, or to give, directly or indirectly, by means of a loan, a guarantee, an indemnity, the provision of security or otherwise howsoever, financial assistance for the purpose of or in connection with a purchase or other acquisition made or to be made by any person of any Shares or warrants or other securities in the Company or any company which is a Holding Company of the Company and should the Company purchase or otherwise acquire its own Shares or warrants or other securities neither the Company nor the Board shall be required to select the Shares or warrants or other securities to be

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purchased or otherwise acquired rateably or in any other manner and terms as between the holders of Shares or warrants or other securities of the same class or as between them and the holders of Shares or warrants or other securities of any other class or in accordance with the rights as to Dividends or capital conferred by any class of Shares provided always that any such purchase or other acquisition or financial assistance shall only be made in accordance with the relevant code, rules or regulations issued from time to time by the HK Stock Exchange and/or the Securities and Futures Commission of Hong Kong from time to time in force.

(b) Subject to the provisions of the (b) Subject to the provisions of the Companies Law and the Memorandum C o m p a n i e s A c t ~~L a w~~ a n d t h e of Association of the Company, and Memorandum of Association of the to any special rights conferred on the Company, and to any special rights holders of any Shares or attaching to conferred on the holders of any Shares any class of Shares, Shares may be or attaching to any class of Shares, issued on the terms that they may, at Shares may be issued on the terms the option of the Company or the that they may, at the option of the holders thereof, be liable to be Company or the holders thereof, be redeemed on such terms and in such liable to be redeemed on such terms manner, including out of capital, as and in such manner, including out of the Board may deem fit. capital, as the Board may deem fit.

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17	(a) The Board shall cause to be kept the Register and there shall be entered therein the particulars required under the Companies Law. (b) Subject to the provisions of the Companies Law, if the Board considers it necessary or appropriate, the Company may establish and maintain a principal or branch register of Shareholders at such location as the Board thinks fit and, during the Relevant Period, the Company shall keep its principal or a branch register of Shareholders in Hong Kong. (d) The Register may be closed at such time or for such period not exceeding in the whole 30 days in each year as the Board may determine.	(a) (b) (d)	The Board shall cause to be kept the Register and there shall be entered therein the particulars required under the CompaniesAct ~~Law~~ ~~.~~ Subject to the provisions of the CompaniesAct ~~Law~~ ~~,~~if the Board considers it necessary or appropriate, the Company may establish and maintain a principal or branch register of Shareholders at such location as the Board thinks fit and, during the Relevant Period, the Company shall keep its principal or a branch register of Shareholders in Hong Kong. The Register may be closedin accordance with the terms equivalent to the relevant section of the Companies Ordinance at such time or for such period not exceeding in the whole 30 days in each year as the Board may determine.

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18 (a) Every person whose name is entered (a) Every person whose name is entered as a Shareholder in the Register shall as a Shareholder in the Register shall be entitled to receive within the be entitled to receive within the relevant time limit as prescribed in the relevant time limit as prescribed in the Companies Law or as the HK Stock Companies Act ~~Law~~ or as the HK Exchange may from time to time Stock Exchange may from time to determine, whichever is shorter, after time determine, whichever is shorter, allotment or lodgement of a transfer after allotment or lodgement of a (or within such other period as the transfer (or within such other period conditions of issue shall provide or is as the conditions of issue shall required by the applicable rules of the provide or is required by the stock exchange of the Relevant applicable rules of the stock exchange Territory) one certificate for all his of the Relevant Territory) one Shares, or, if he shall so request, in a certificate for all his Shares, or, if he case where the allotment or transfer is shall so request, in a case where the of a number of Shares in excess of the allotment or transfer is of a number of number for the time being forming a Shares in excess of the number for the stock exchange board lot for the time being forming a stock exchange purposes of the stock exchange of the board lot for the purposes of the stock Relevant Territory on which the exchange of the Relevant Territory on Shares are listed upon payment of which the Shares are listed upon such sum (in the case of a transfer, payment of such sum (in the case of a not exceeding in the case of any share transfer, not exceeding in the case of capital listed on a stock exchange in any share capital listed on a stock Hong Kong, HK$2.50 or such other exchange in Hong Kong, HK$2.50 or sum as may from time to time be such other sum as may from time to allowed or not prohibited under the time be allowed or not prohibited Listing Rules, and in the case of any under the Listing Rules, and in the other Shares, such sum in such case of any other Shares, such sum in currency as the Board may from time such currency as the Board may from to time determine to be reasonable in time to time determine to be the territory in which the relevant reasonable in the territory in which Register is situated, or otherwise such the relevant Register is situated, or other sum as the Company may by otherwise such other sum as the Ordinary Resolution determine) for Company may by Ordinary Resolution every certificate after the first as the determine) for every certificate after Board may from time to time the first as the Board may from time determine, such number of certificates to time determine, such number of for Shares in stock exchange board certificates for Shares in stock

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lots or whole multiples thereof as he exchange board lots or whole shall request and one for the balance multiples thereof as he shall request (if any) of the Shares in question, and one for the balance (if any) of the provided that in respect of a Share or Shares in question, provided that in Shares held jointly by several persons respect of a Share or Shares held the Company shall not be bound to jointly by several persons the issue a certificate or certificates to Company shall not be bound to issue each such person, and the issue and a certificate or certificates to each delivery of a certificate or certificates such person, and the issue and to one of the joint holders shall be delivery of a certificate or certificates sufficient delivery to all such holders. to one of the joint holders shall be sufficient delivery to all such holders. 39 Subject to the Companies Law, all transfers Subject to the Companies Act ~~Law,~~ all of Shares shall be effected by transfer in transfers of Shares shall be effected by writing in the usual or common form or in transfer in writing in the usual or common such other form as the Board may accept form or in such other form as the Board may provided always that it shall be in such a accept provided always that it shall be in form prescribed by the HK Stock Exchange such a form prescribed by the HK Stock and may be under hand only or, if the Exchange and may be under hand only or, if transferor or transferee is a Clearing House the transferor or transferee is a Clearing (or its nominee(s)), under hand or by House (or its nominee(s)), under hand or by machine imprinted signature or by such machine imprinted signature or by such other means of execution as the Board may other means of execution as the Board may approve from time to time. approve from time to time. 41 (c) Notwithstanding anything contained (c) Notwithstanding anything contained in these Articles, the Company shall in these Articles, the Company shall as soon as practicable and on a regular as soon as practicable and on a regular basis record in the principal Register basis record in the principal Register all removals of Shares effected on any all removals of Shares effected on any branch Register and shall at all times branch Register and shall at all times maintain the principal Register and all maintain the principal Register and all branch Registers in all respects in branch Registers in all respects in accordance with the Companies Law. accordance with the Companies Act ~~Law.~~

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62 At all times during the Relevant Period other than the year of the Company’s adoption of these Articles, the Company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year and shall specify the meeting as such in the notice calling it; and not more than 15 Months (or such longer period as may be authorised by the HK Stock Exchange) shall elapse between the date of one annual general meeting of the Company and that of the next. The annual general meeting shall be held in the Relevant Territory or elsewhere as may be determined by the Board and at such time and place as the Board shall appoint. A meeting of the Shareholders or any class thereof may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence at such meetings.

At all times during the Relevant Period other than the year of the Company’s adoption of these Articles, the Company shall in each financial year hold a general meeting as its annual general meeting in addition to any other meeting in that year, and such annual general meeting shall be held within six (6) months after the end of the Company’s financial year ~~shall specify the meeting as such in the notice calling it; and not more than 15 Months (or such longer period as may be authorised by the HK Stock Exchange) shall elapse between the date of one annual general meeting of the Company and that of the next.~~ The annual general meeting shall be held in the Relevant Territory or elsewhere as may be determined by the Board and at such time and place as the Board shall appoint. A meeting of the Shareholders or any class thereof may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence at such meetings.

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64 The Board may, whenever it thinks fit, convene an extraordinary general meeting. Extraordinary general meetings shall also be convened on the requisition of one or more Shareholders holding, at the date of deposit of the requisition, not less than one tenth of the paid up capital of the Company having the right of voting at general meetings. Such requisition shall be made in writing to the Board or the Secretary for the purpose of requiring an extraordinary general meeting to be called by the Board for the transaction of any business specified in such requisition. Such meeting shall be held within two Months after the deposit of such requisition. If within 21 days of such deposit, the Board fails to proceed to convene such meeting, the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.

The Board may, whenever it thinks fit, convene an extraordinary general meeting. Any ~~Extraordinary general meetings shall also be convened on the requisition of~~ one or more Shareholders (including a recognised clearing house (or its nominees)) holding, at the date of deposit of the requisition, not less than one tenth of the voting rights at general meetings (on a one vote per share basis) in the share ~~paid up~~ capital of the Company may also make a requisition to convene an extraordinary general meeting and/or add resolutions to the agenda of a meeting ~~having the right of voting at general meetings.~~ Such requisition shall be made in writing to the Board or the Secretary for the purpose of requiring an extraordinary general meeting to be called by the Board for the transaction of any business specified in such requisition. Such meeting shall be held within two Months after the deposit of such requisition. If within 21 days of such deposit, the Board fails to proceed to convene such meeting, the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.

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65 An annual general meeting of the Company shall be called by at least 21 days’ notice in writing, and a general meeting of the Company, other than an annual general meeting, shall be called by at least 14 days’ notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day, the hour and the agenda of the meeting and particulars of the resolutions to be considered at that meeting and in case of special business (as defined in Article 67), the general nature of that business, and shall be given, in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in general meeting, to such persons as are, under these Articles, entitled to receive such notices from the Company, provided that a meeting of the Company shall notwithstanding that it is called by shorter notice than that specified in this Article be deemed to have been duly called if it is so agreed:

79A Where the Company has knowledge that any Shareholder is, under the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such Shareholder in contravention of such requirement or restriction shall not be counted.

An annual general meeting of the Company shall be called by at least 21 days’ notice in writing, and a general meeting of the Company, other than an annual general meeting, shall be called by at least 14 days’ notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day, the hour and the agenda of the meeting and particulars of the resolutions to be considered at that meeting and in case of special business (as defined in Article 67), the general nature of that business, and shall be given, in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in general meeting, to such persons as are, under these Articles, entitled to receive such notices from the Company. If permitted by the Listing Rules, ~~provided that a~~ meeting of the Company shall notwithstanding that it is called by shorter notice than that specified in this Article be deemed to have been duly called if it is so agreed:

All Shareholders (including a Shareholder w h i c h i s a c l e a r i n g h o u s e ( o r i t s nominee(s))) shall have the right to (a) speak at a general meeting and (b) vote at a general meeting except where a Shareholder is required by the Listing Rules to abstain from voting to approve the matter under consideration. Where ~~the Company has knowledge that~~ any Shareholder is, under the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such Shareholder in contravention of such requirement or restriction shall not be counted.

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85 Any Shareholder entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A Shareholder who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a Shareholder of the Company. On a poll or a show of hands votes may be given either personally (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy. A proxy shall be entitled to exercise the same powers on behalf of a Shareholder who is an individual and for whom he acts as proxy as such Shareholder could exercise. In addition, a proxy shall be entitled to exercise the same powers on behalf of a Shareholder which is a corporation and for which he acts as proxy as such Shareholder could exercise if it were an individual Shareholder.

Any Shareholder entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person (being a natural person) as his proxy or representative to attend and vote instead of him. A Shareholder which is a corporation may execute a form of proxy under the hand of a duly authorised officer. A Shareholder who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a Shareholder of the Company. On a poll or a show of hands votes may be given either personally (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy. A proxy shall be entitled to exercise the same powers on behalf of a Shareholder who is an individual and for whom he acts as proxy as such Shareholder could exercise. In addition, a proxy shall be entitled to exercise the same powers on behalf of a Shareholder which is a corporation and for which he acts as proxy as such Shareholder could exercise as if it were an individual Shareholder present in person at any general meeting.

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92	(a) A n y c o r p o r a t i o n w h i c h i s a Shareholder may, by resolution of its directors or other governing body or by power of attorney, authorise such person as it thinks fit to act as its representative at any meeting of the C o m p a n y o r o f a n y c l a s s o f Shareholders of the Company, and the person so authorised shall be entitled to exercise the same rights and powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual S h a r e h o l d e r o f t h e C o m p a n y . References in these Articles to a Shareholder present in person at a meeting shall, unless the context o t h e r w i s e r e q u i r e s , i n c l u d e a corporation which is a Shareholder represented at the meeting by such duly authorised representative. (b) Where a Shareholder is a Clearing House (or its nominee(s)), it may (subject to Article 93) authorise such person or persons as it thinks fit to act as its representative or representatives at any meeting of the Company or at a n y m e e t i n g o f a n y c l a s s o f Shareholders provided that if more than one person is so authorised, the authorisation shall specify the number and class of Shares in respect of which each such representative is so authorised. A person so authorised pursuant to the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the Clearing House (or its nominee(s)) which he represents as t h a t C l e a r i n g H o u s e ( o r i t s nominee(s)) could exercise as if such p e r s o n w e r e a n i n d i v i d u a l Shareholder, including the right to vote individually on a show of hands.	(a) (b)	A n y c o r p o r a t i o n w h i c h i s a Shareholder may, by resolution of its directors or other governing body or by power of attorney, authorise such person as it thinks fit to act as its representative at any meeting of the C o m p a n y o r o f a n y c l a s s o f Shareholders of the Company, and the person so authorised shall be entitled to exercise the same rights and powers on behalf of the corporation which he represents as that corporation could exerciseas if it were an individual S h a r e h o l d e r o f t h e C o m p a n y . References in these Articles to a Shareholder present in person at a meeting shall, unless the context o t h e r w i s e r e q u i r e s , i n c l u d e a corporation which is a Shareholder represented at the meeting by such duly authorised representative. Where a Shareholder is a Clearing House (or its nominee(s)), it may (subject to Article 93) authorise such person or persons as it thinks fit to act as itsproxies or representative or representatives, who enjoy rights equivalent to the rights of other Members, at any meeting of the Company(including but not limited to general meetings and creditors meetings) or at any meeting of any class of Shareholders provided that if more than one person is so authorised, the authorisation shall specify the number and class of Shares in respect of which each such representative is so authorised. A person so authorised pursuant to the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the Clearing House (or its nominee(s)) which he represents as t h a t C l e a r i n g H o u s e ( o r i t s nominee(s)) could exercise as if such person were an individual Shareholder in respect of the number and class of shares specified in the relevant authorisation , including the right to speak and vote individually on a show of handsor on a poll .
96	The number of Directors shall not be less than two (2). The Company shall keep at its Registered Office a register of its directors and officers in accordance with the Companies Law.	The number of Directors shall not be less than two (2). The Company shall keep at its Registered Office a register of its directors and officers in accordance with the CompaniesAct ~~Law~~ ~~.~~

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104 (b) Except as would, if the Company (b) Except as would, if the Company were a company incorporated in Hong were a company incorporated in Hong Kong, be permitted by the Companies Kong, be permitted by the Companies Ordinance as in force at the date of Ordinance as in force at the date of adoption of these Articles, and except adoption of these Articles, and except as permitted under the Companies as permitted under the Companies Law, the Company shall not directly Act ~~Law~~ , the Company shall not or indirectly: directly or indirectly: 112 The Board shall have power from time to The Board shall have power from time to time and at any time to appoint any person time and at any time to appoint any person as a Director either to fill a casual vacancy as a Director either to fill a casual vacancy or as an additional Director but so that the or as an additional Director but so that the number of Directors so appointed shall not number of Directors so appointed shall not exceed the maximum number determined exceed the maximum number determined from time to time by the Shareholders in from time to time by the Shareholders in general meeting. Any Director appointed by general meeting. Any Director so appointed the Board to fill a casual vacancy shall hold by the Board ~~to fill a casual vacancy shall~~ office only until the first general meeting of ~~hold office only until the first general~~ the Company after his appointment and be ~~m e e t i n g o f t h e C o m p a n y a f t e r h i s~~ subject to re-election at such meeting. Any ~~appointment and be subject to re-election at~~ Director appointed by the Board as an ~~such meeting. Any Director appointed by the~~ addition to the existing Board shall hold ~~Board as an addition to the existing Board~~ office only until the next following annual shall hold office only until the first ~~next~~ general meeting of the Company and shall ~~following~~ annual general meeting of the then be eligible for re-election. Any Director Company after his appointment and shall appointed under this Article shall not be then be eligible for re-election. Any Director taken into account in determining the appointed under this Article shall not be Directors or the number of Directors who are taken into account in determining the to retire by rotation at an annual general Directors or the number of Directors who are meeting. to retire by rotation at an annual general meeting.

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114 The Company may by Ordinary Resolution remove any Director (including a managing director or other executive director) before the expiration of his term of office notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim which such Director may have for damages for any breach of any contract between him and the Company) and may by Ordinary Resolution elect another person in his stead. Any Director so appointed shall be subject to retirement by rotation pursuant to Article 108. 116 The Board may raise or secure the payment or repayment of such sum or sums in such manner and upon such terms and conditions in all respects as it thinks fit and in particular but subject to the provisions of the Companies Law, by the issue of debentures, debenture stock, bonds or other securities of the Company, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party. 119 The Directors shall cause a proper register to be kept, in accordance with the provisions of the Companies Law, of all mortgages and charges specifically affecting the property of the Company and shall duly comply with such provisions of the Companies Law with regard to the registration of mortgages and charges as may be specified or required.

The Company may by Ordinary Resolution remove any Director (including a managing director or other executive director) before the expiration of his term of office notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim which such Director may have for damages under ~~for any breach of~~ any contract between him and the Company) and may by Ordinary Resolution elect another person in his stead. Any Director so appointed shall be subject to retirement by rotation pursuant to Article 108.

The Board may raise or secure the payment or repayment of such sum or sums in such manner and upon such terms and conditions in all respects as it thinks fit and in particular but subject to the provisions of the Companies Act ~~Law~~ , by the issue of debentures, debenture stock, bonds or other securities of the Company, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

The Directors shall cause a proper register to be kept, in accordance with the provisions of the Companies Act ~~Law,~~ of all mortgages and charges specifically affecting the property of the Company and shall duly comply with such provisions of the Companies Act ~~Law~~ with regard to the registration of mortgages and charges as may be specified or required.

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127 The business of the Company shall be managed by the Board who, in addition to the powers and authorities by these Articles expressly conferred upon it, may exercise all such powers and do all such acts and things as may be exercised or done or approved by the Company and are not hereby or by the Companies Law expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the Companies Law and of these Articles and to any regulations from time to time made by the Company in general meeting not being inconsistent with such provisions or these Articles, provided that no regulation so made shall invalidate any prior act of the Board which would have been valid if such regulation had not been made.

144 The Secretary shall be appointed by the Board for such term, at such remuneration and upon such conditions as it may think fit, and any Secretary so appointed may, without prejudice to his right under any contract with the Company, be removed by the Board. Anything by the Companies Law or these Articles required or authorised to be done by or to the Secretary, if the office is vacant or there is for any other reason no Secretary capable of acting, may be done by or to any assistant or deputy Secretary, or if there is no assistant or deputy Secretary capable of acting, by or to any officer of the Company authorised generally or specifically on behalf of the Board.

145 The Secretary shall attend all meetings of the Shareholders and shall keep correct minutes of such meetings and enter the same in the proper books provided for the purpose. He shall perform such other duties as are prescribed by the Companies Law and these Articles, together with such other duties as may from time to time be prescribed by the Board.

The business of the Company shall be managed by the Board who, in addition to the powers and authorities by these Articles expressly conferred upon it, may exercise all such powers and do all such acts and things as may be exercised or done or approved by the Company and are not hereby or by the Companies Act ~~Law~~ expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the Companies Act ~~Law~~ and of these Articles and to any regulations from time to time made by the Company in general meeting not being inconsistent with such provisions or these Articles, provided that no regulation so made shall invalidate any prior act of the Board which would have been valid if such regulation had not been made.

The Secretary shall be appointed by the Board for such term, at such remuneration and upon such conditions as it may think fit, and any Secretary so appointed may, without prejudice to his right under any contract with the Company, be removed by the Board. Anything by the Companies Act ~~Law~~ or these Articles required or authorised to be done by or to the Secretary, if the office is vacant or there is for any other reason no Secretary capable of acting, may be done by or to any assistant or deputy Secretary, or if there is no assistant or deputy Secretary capable of acting, by or to any officer of the Company authorised generally or specifically on behalf of the Board.

The Secretary shall attend all meetings of the Shareholders and shall keep correct minutes of such meetings and enter the same in the proper books provided for the purpose. He shall perform such other duties as are prescribed by the Companies Act ~~Law~~ and these Articles, together with such other duties as may from time to time be prescribed by the Board.

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146	A provision of the Companies Law or of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in place of the Secretary.	A provision of the CompaniesAct ~~Law~~ or of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in place of the Secretary.
147	(a) Subject to the Companies Law, the Company shall have one or more Seals as the Board may determine, and may have a Seal for use outside the Cayman Islands. The Board shall provide for the safe custody of each Seal, and no Seal shall be used without the authority of the Board or a committee authorised by the Board in that behalf.	(a) Subject to the CompaniesAct ~~Law~~ ~~,~~the Company shall have one or more Seals as the Board may determine, and may have a Seal for use outside the Cayman Islands. The Board shall provide for the safe custody of each Seal, and no Seal shall be used without the authority of the Board or a committee authorised by the Board in that behalf.
153	(a) The Company in general meeting may, upon the recommendation of the Board, resolve to capitalise any sum standing to the credit of any of the Company’s reserve accounts which a r e a v a i l a b l e f o r d i s t r i b u t i o n (including its share premium account and capital redemption reserve fund, subject to the Companies Law) and to appropriate such sums to the holders of Shares on the Register at the close of business on the date of the relevant resolution (or such other date as may be specified therein or determined as provided therein) in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of Dividend and to apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid.	(a) The Company in general meeting may, upon the recommendation of the Board, resolve to capitalise any sum standing to the credit of any of the Company’s reserve accounts which a r e a v a i l a b l e f o r d i s t r i b u t i o n (including its share premium account and capital redemption reserve fund, subject to the CompaniesAct ~~Law~~ ) and to appropriate such sums to the holders of Shares on the Register at the close of business on the date of the relevant resolution (or such other date as may be specified therein or determined as provided therein) in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of Dividend and to apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

(b) Subject to the Companies Law, (b) Subject to the Companies Act ~~Law~~ , whenever such a resolution as whenever such a resolution as aforesaid shall have been passed, the aforesaid shall have been passed, the Board shall make all appropriations Board shall make all appropriations and applications of the reserves or and applications of the reserves or profits and undivided profits resolved profits and undivided profits resolved to be capitalised thereby, and attend to be capitalised thereby, and attend to all allotments and issues of fully to all allotments and issues of fully paid Shares, debentures, or other paid Shares, debentures, or other securities and generally shall do all securities and generally shall do all acts and things required to give effect acts and things required to give effect thereto. For the purpose of giving thereto. For the purpose of giving effect to any resolution under this effect to any resolution under this Article, the Board may settle any Article, the Board may settle any difficulty which may arise in regard to difficulty which may arise in regard to a capitalisation issue as it thinks fit, a capitalisation issue as it thinks fit, and in particular may disregard and in particular may disregard fractional entitlements or round the fractional entitlements or round the same up or down and may determine same up or down and may determine that cash payments shall be made to that cash payments shall be made to any Shareholders in lieu of fractional any Shareholders in lieu of fractional entitlements or that fractions of such entitlements or that fractions of such value as the Board may determine value as the Board may determine may be disregarded in order to adjust may be disregarded in order to adjust the rights of all parties or that the rights of all parties or that fractional entitlements shall be fractional entitlements shall be aggregated and sold and the benefit aggregated and sold and the benefit shall accrue to the Company rather shall accrue to the Company rather than to the Shareholders concerned, than to the Shareholders concerned, and no Shareholders who are affected and no Shareholders who are affected thereby shall be deemed to be, and thereby shall be deemed to be, and they shall be deemed not to be, a they shall be deemed not to be, a separate class of Shareholders by separate class of Shareholders by reason only of the exercise of this reason only of the exercise of this power. The Board may authorise any power. The Board may authorise any person to enter on behalf of all person to enter on behalf of all S h a r e h o l d e r s i n t e r e s t e d i n a S h a r e h o l d e r s i n t e r e s t e d i n a capitalisation issue any agreement capitalisation issue any agreement with the Company or other(s) with the Company or other(s)

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

providing for such capitalisation and matters in connection therewith and any agreement made under such authority shall be effective and binding upon all concerned. Without limiting the generality of the foregoing, any such agreement may provide for the acceptance by such persons of the Shares, debentures or other securities to be allotted and distributed to them respectively in satisfaction of their claims in respect of the sum so capitalised. 154 Subject to the Companies Law and these Articles, the Company in general meeting may declare Dividends in any currency but no Dividends shall exceed the amount recommended by the Board.

Subject to the Companies Act ~~Law~~ and these Articles, the Company in general meeting may declare Dividends in any currency but no Dividends shall exceed the amount recommended by the Board.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

156 (a) No Dividend shall be declared or paid (a) No Dividend shall be declared or paid or shall be made otherwise than in or shall be made otherwise than in accordance with the Companies Law. accordance with the Companies Act ~~Law.~~
(b) Subject to the provisions of the (b) Subject to the provisions of the Companies Law but without prejudice Companies Act ~~L aw~~ but without to paragraph (a) of this Article, where prejudice to paragraph (a) of this any asset, business or property is Article, where any asset, business or bought by the Company as from a past property is bought by the Company as date (whether such date be before or from a past date (whether such date after the incorporation of the be before or after the incorporation of Company) the profits and losses the Company) the profits and losses thereof as from such date may at the thereof as from such date may at the discretion of the Board in whole or in discretion of the Board in whole or in part be carried to revenue account and part be carried to revenue account and treated for all purposes as profits or treated for all purposes as profits or losses of the Company, and be losses of the Company, and be available for Dividend accordingly. available for Dividend accordingly. Subject as aforesaid, if any Shares or Subject as aforesaid, if any Shares or securities are purchased cum Dividend securities are purchased cum Dividend or interest, such Dividend or interest or interest, such Dividend or interest may at the discretion of the Board be may at the discretion of the Board be treated as revenue, and it shall not be treated as revenue, and it shall not be obligatory to capitalise the same or obligatory to capitalise the same or any part thereof or to apply the same any part thereof or to apply the same towards reduction of or writing down towards reduction of or writing down the book cost of the asset, business or the book cost of the asset, business or property acquired. property acquired.
171 The Board shall make or cause to be made The Board shall make or cause to be made such annual or other returns or filings as such annual or other returns or filings as may be required to be made in accordance may be required to be made in accordance with the Companies Law. with the Companies Act ~~Law.~~
172 The Board shall cause proper books of The Board shall cause proper books of account to be kept of the sums of money account to be kept of the sums of money received and expended by the Company, and received and expended by the Company, and the matters in respect of which such receipts the matters in respect of which such receipts and expenditure take place; and of the assets and expenditure take place; and of the assets and liabilities of the Company and of all and liabilities of the Company and of all other matters required by the Companies other matters required by the Companies Law necessary to give a true and fair view Act ~~Law~~ necessary to give a true and fair of the state of the Company’s affairs and to view of the state of the Company’s affairs show and explain its transactions. and to show and explain its transactions.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

174 No Shareholder (not being a Director) or other person shall have any right of inspecting any account or book or document of the Company except as conferred by the Companies Law or ordered by a court of competent jurisdiction or authorised by the Board or the Company in general meeting.

176 (a) The Company shall at each annual general meeting appoint one or more firms of auditors to hold office until the conclusion of the next annual general meeting on such terms and with such duties as may be agreed with the Board, but if an appointment is not made, the Auditors in office shall continue in office until a successor is appointed. A Director, officer or employee of any such Director, officer or employee shall not b e a p p o i n t e d A u d i t o r s o f t h e Company. The Board may fill any casual vacancy in the office of Auditors, but while any such vacancy continues the surviving or continuing Auditors (if any) may act. The remuneration of the Auditors shall be fixed by or on the authority of the Company in the annual general meeting except that in any particular year the Company in general meeting may delegate the fixing of such remuneration to the Board and the remuneration of any Auditors appointed to fill any casual vacancy may be fixed by the Board.

No Shareholder (not being a Director) or other person shall have any right of inspecting any account or book or document of the Company except as conferred by the Companies Act ~~Law~~ or ordered by a court of competent jurisdiction or authorised by the Board or the Company in general meeting.

(a) The Company shall at each annual g e n e r a l m e e t i n g b y O r d i n a r y Resolution appoint one or more firms of auditors to hold office until the conclusion of the next annual general meeting on such terms and with such duties as may be agreed with the Board, but if an appointment is not made, the Auditors in office shall continue in office until a successor is appointed. A Director, officer or employee of any such Director, officer or employee shall not be appointed Auditors of the Company. Subject to compliance with the Listing Rules, the ~~The~~ Board may fill any casual vacancy in the office of Auditors, but while any such vacancy continues the surviving or continuing Auditors (if any) may act. The remuneration of the Auditors shall be fixed by the Members ~~or on the authority of the Company~~ in the annual general meeting by Ordinary Resolution except that in any particular year the Company in general meeting may delegate the fixing of such remuneration to the Board and subject to compliance with the Listing Rules, the remuneration of any Auditors appointed to fill any casual vacancy may be fixed by the Board.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

(b) The Shareholders may, at any general (b) The Shareholders may, at any general meeting convened and held in meeting convened and held in accordance with these Articles, accordance with these Articles, remove the Auditors by Special r e m o v e t h e A u d i t o r s b y Resolution at any time before the Ordinary ~~Special~~ Resolution at any expiration of the term of office and time before the expiration of the term shall, by Ordinary Resolution, at that of office and shall, by Ordinary meeting appoint new auditors in its Resolution, at that meeting appoint place for the remainder of the term. new auditors in its place for the remainder of the term. 180 (a) Except where otherwise expressly (a) Except where otherwise expressly stated, any notice or document to be stated, any notice or document to be given to or by any person pursuant to given to or by any person pursuant to these Articles shall be in writing or, these Articles shall be in writing or, to the extent permitted by the to the extent permitted by the Companies Law and the Listing Rules Companies Act ~~Law~~ and the Listing from time to time and subject to this Rules from time to time and subject to Article, contained in an electronic this Article, contained in an electronic communication. A notice calling a communication. A notice calling a meeting of the Board need not be in meeting of the Board need not be in writing. writing.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

(b) Except where otherwise expressly (b) Except where otherwise expressly stated, any notice or document to be stated, any notice or document to be given to or by any person pursuant to given to or by any person pursuant to t h e s e A r t i c l e s ( i n c l u d i n g a n y t h e s e A r t i c l e s ( i n c l u d i n g a n y corporate communications within the corporate communications within the meaning ascribed thereto under the meaning ascribed thereto under the Listing Rules) may be served on or Listing Rules) may be served on or delivered to any Shareholder either delivered to any Shareholder either personally or by sending it through personally or by sending it through the post in a prepaid envelope or the post in a prepaid envelope or w r a p p e r a d d r e s s e d t o s u c h w r a p p e r a d d r e s s e d t o s u c h Shareholder at his registered address Shareholder at his registered address as appearing in the register or by as appearing in the register or by leaving it at that address addressed to leaving it at that address addressed to the Shareholder or by any other means the Shareholder or by any other means a u t h o r i s e d i n w r i t i n g b y t h e a u t h o r i s e d i n w r i t i n g b y t h e Shareholder concerned or (other than Shareholder concerned or (other than share certificate) by publishing it by share certificate) by publishing it by w a y o f a d v e r t i s e m e n t i n t h e w a y o f a d v e r t i s e m e n t i n t h e Newspapers. In case of joint holders Newspapers. In case of joint holders of a share, all notices shall be given of a share, all notices shall be given to that one of the joint holders whose to that one of the joint holders whose name stands first in the register and name stands first in the register and notice so given shall be sufficient notice so given shall be sufficient notice to all the joint holders. Without notice to all the joint holders. Without limiting the generality of the limiting the generality of the f o r e g o i n g b u t s u b j e c t t o t h e f o r e g o i n g b u t s u b j e c t t o t h e Companies Law and the Listing Companies Act ~~Law~~ and the Listing Rules, a notice or document may be Rules, a notice or document may be served or delivered by the Company served or delivered by the Company to any Shareholder by electronic to any Shareholder by electronic means to such address as may from means to such address as may from time to time be authorised by the time to time be authorised by the S h a r e h o l d e r c o n c e r n e d o r b y S h a r e h o l d e r c o n c e r n e d o r b y publishing it on a website and publishing it on a website and notifying the Shareholder concerned notifying the Shareholder concerned that it has been so published. that it has been so published.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

188 Subject to the Companies Law, a resolution Subject to the Companies Act ~~L aw ,~~ a that the Company be wound up by the Court resolution that the Company be wound up by or be wound up voluntarily shall be passed the Court or be wound up voluntarily shall by way of a Special Resolution. be passed by way of a Special Resolution. 190 If the Company shall be wound up (in If the Company shall be wound up (in whatever manner) the liquidator may, with whatever manner) the liquidator may, with the sanction of a Special Resolution and any the sanction of a Special Resolution and any other sanction required by the Companies other sanction required by the Companies Law, divide among the Shareholders in Act ~~Law,~~ divide among the Shareholders in specie or kind the whole or any part of the specie or kind the whole or any part of the assets of the Company whether the assets assets of the Company whether the assets shall consist of property of one kind or shall shall consist of property of one kind or shall consist of properties of different kinds and consist of properties of different kinds and the liquidator may, for such purpose, set the liquidator may, for such purpose, set such value as he deems fair upon any one or such value as he deems fair upon any one or more class or classes of property to be more class or classes of property to be divided as aforesaid and may determine how divided as aforesaid and may determine how such division shall be carried out as between such division shall be carried out as between the Shareholders or different classes of the Shareholders or different classes of Shareholders and the Shareholders within Shareholders and the Shareholders within each class. The liquidator may, with the like each class. The liquidator may, with the like sanction, vest any part of the assets in sanction, vest any part of the assets in trustees upon such trusts for the benefit of trustees upon such trusts for the benefit of Shareholders as the liquidator, with the like Shareholders as the liquidator, with the like sanction, shall think fit, but so that no sanction, shall think fit, but so that no Shareholder shall be compelled to accept any Shareholder shall be compelled to accept any Shares or other assets upon which there is a Shares or other assets upon which there is a liability. liability. 195 The following provisions shall have effect to The following provisions shall have effect to the extent that they are not prohibited by and the extent that they are not prohibited by and are in compliance with the Companies Law: are in compliance with the Companies Act ~~Law:~~ 196 The following provisions shall have effect at The following provisions shall have effect at any time and from time to time provided that any time and from time to time provided that they are not prohibited by or inconsistent they are not prohibited by or inconsistent with the Companies Law: with the Companies Act ~~Law:~~ 197 (no such provision) FINANCIAL YEAR Unless the Board otherwise determines, the financial year of the Company shall end on the 31st day of December each year and shall begin on the 1st day of January each year.

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NOTICE OF THE EGM

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(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1855)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ EGM ”) of ZONBONG LANDSCAPE Environmental Limited (the “ Company ”) will be held at 11/F, Zhongqing Building, No. 5888, Fuzhi Road, Jingyue High-tech Industrial Development Zone, Changchun City, Jilin Province, PRC on Thursday, 17 November 2022 at 10:00 a.m. for the following purposes:

SPECIAL RESOLUTIONS

To consider and, if thought fit, to pass the following resolution as special resolution of the Company:

“ THAT :

subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands (the “ Registrar ”) being obtained, the English name of the Company be changed from “ZONBONG LANDSCAPE Environmental Limited” to “ZONQING Environmental Limited” and the dual foreign name in Chinese of the Company be changed from “中邦园林環境股份有限公司” to “中庆環境股份有限公司”, with effect from the date on which the Registrar enters the new English name and the new dual foreign name in Chinese in the Register of Companies in the Cayman Islands in place of the existing names, and issues a certificate of incorporation on change of name, and any director of the Company (the “ Director ”), the company secretary of the Company and the registered office provider of the Company be and are hereby authorised severally to do all such acts and things and execute such further documents and (where required) under seal of the Company, and take all steps which, in his/ her/its opinion, may be necessary, desirable or expedient to implement and give effect to the aforesaid change of the Company’s name, and to attend to any necessary registration and/or filing for and on behalf of the Company.”

EGM-1

NOTICE OF THE EGM

To consider and, if thought fit, to pass the following resolution as special resolution of the Company:

“ THAT :

subject to the passing of the special resolution no. 1 as set out in this notice and the new English name and the dual foreign name in Chinese of the Company being entered in the Register of Companies in the Cayman Islands by the Registrar, the further amended and restated memorandum and articles of association (the “ Further Amended Memorandum and Articles ”), which consolidates all the proposed amendments mentioned in the circular of the Company dated 28 October 2022, be and are hereby approved and be adopted as the new amended and restated memorandum and articles of association of the Company in substitution for, and to the exclusion of, the existing amended and restated memorandum and articles of association of the Company with effect from the date on which the Registrar enters the new English name of the Company and the new dual foreign name in Chinese of the Company in the Register of Companies in the Cayman Islands in place of the existing names, and issues a certificate of incorporate on change of name. Any Director, the secretary of the Company or the registered office provider of the Company be and is hereby authorised to execute all such documents and do all such other acts and things as he/she/it may, in his/her/ its absolute discretion, consider necessary, desirable or expedient to effect, or in connection with, or arising from, the adoption of the Further Memorandum and Articles of Association and to make each registration or filing that is required in connection with the adoption of the Further Memorandum and Articles of Association under the laws of Hong Kong or the Cayman Islands.”

By order of the Board ZONBONG LANDSCAPE Environmental Limited Liu Haitao

Vice-chairman and executive Director

Hong Kong, 28 October 2022

EGM-2

NOTICE OF THE EGM

Notes:

All resolutions at the EGM will 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 pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint more than one proxy to attend and vote instead of him/her. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder of the Company presents in person or by proxy shall be entitled to one vote for each share held by him/her.
In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited of Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong not less than 48 hours before the time appointed for the EGM or the adjourned meeting (as the case may be). Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the EGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Monday, 14 November 2022 to Thursday, 17 November 2022, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, unregistered holders of shares of the Company should ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited of Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong for registration not later than 4:30 p.m. on Friday, 11 November 2022.
References to time and dates in this notice are to Hong Kong time and dates.

EGM-3

AI assistant

ZONQING Environmental Limited — Proxy Solicitation & Information Statement 2022

50218_rns_2022-10-28_61f99455-c0ad-4b87-8a9f-eaa9d69fb882.pdf

(1) PROPOSED CHANGE OF COMPANY NAME AND

(2) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY AND ADOPTION OF FURTHER AMENDED MEMORANDUM AND ARTICLES AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

CONTENTS

DEFINITIONS

DEFINITIONS

(1) PROPOSED CHANGE OF COMPANY NAME AND

(2) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY AND ADOPTION OF FURTHER AMENDED MEMORANDUM AND ARTICLES

1. INTRODUCTION

2. PROPOSED CHANGE OF COMPANY NAME

2.1. Conditions for the Change of Company Name

2.2. Reasons for the Change of Company Name

2.3. Effects of the Change of Company Name

3. PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF FURTHER AMENDED MEMORANDUM AND ARTICLES

4. CLOSURE OF REGISTER OF MEMBERS

5. THE EGM

6. VOTING BY POLL AT THE EGM

7. RESPONSIBILITY STATEMENT

8. RECOMMENDATION

9. ADDITIONAL INFORMATION

10. MISCELLANEOUS

By order of the Board ZONBONG LANDSCAPE Environmental Limited Liu Haitao

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

NOTICE OF EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTIONS

“ THAT :

NOTICE OF THE EGM

“ THAT :

By order of the Board ZONBONG LANDSCAPE Environmental Limited Liu Haitao

NOTICE OF THE EGM

More from ZONQING Environmental Limited

ZONQING Environmental Limited Proxy Solicitation & Information Statement 2022