Green Leader : POLL RESULTS OF ANNUAL GENERAL MEETING AND APPOINTMENT OF DIRECTORS

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GREEN LEADER HOLDINGS GROUP LIMITED

綠領控股集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 61)

POLL RESULTS OF ANNUAL GENERAL MEETING

AND

APPOINTMENT OF DIRECTORS

POLL RESULTS OF ANNUAL GENERAL MEETING

The Board announces that save for Resolutions 2(b), 2(c), 2(d), 2 (e) and 2(f), all the other Resolutions as set out in the Notice were duly passed by the Shareholders at the AGM held on Wednesday, 5 August 2020 by way of poll.

With effect from conclusion of the AGM, Ms. Zhang Tingting, Mr. Chang Che-Fa, Mr. Lam Chi Wai, Mr. Lyu Guoping, Mr. Jin Xuliang cease to be the Director. The Board is not aware of any matter relating to the retirement of Ms. Zhang Tingting, Mr. Chang Che-Fa, Mr. Lam Chi Wai, Mr. Lyu Guoping, Mr. Jin Xuliang that needs to be brought to the attention of the Shareholders and the Stock Exchange.

APPOINTMENT OF DIRECTORS

The Board announces that with effect from 5 August 2020 after the conclusion of the AGM and the SGM, each of Mr. Ho Kin Cheong Kelvin and Ms. An Juan has been appointed separately as the independent non-executive Director.

References are made to the circular (the "Circular") and the notice of annual general meeting (the "Notice") both dated 7 July 2020 of Green Leader Holdings Group Limited (the "Company") in relation to the Company's annual general meeting held on 5 August 2020 (the "AGM"). Unless the context otherwise requires, definitions and terms used herein shall have the same meanings as those defined in the Circular.

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POLL RESULTS OF ANNUAL GENERAL MEETING

The Board announces that save for Resolutions 2(b), 2(c), 2(d), 2 (e) and 2(f), all the resolutions (the "Resolutions") proposed as set out in the Notice were duly passed by the Shareholders by way of poll at the AGM.

As at the date of the AGM, there are total of 10,525,208,084 Shares in issued, which entitling the Shareholders to attend and vote for or against the Resolutions proposed at the AGM. There was no Share which entitled the holders thereof to attend and vote only against any Resolutions proposed as set out in rule 13.40 of the Listing Rules and no Shareholder is required under the Listing Rules to abstain from voting on any Resolutions proposed at the AGM. It is noted that no parties had indicated in the Circular their intention to vote against or abstain from voting on any Resolutions proposed at the AGM. The Company's Hong Kong branch share registrar and transfer office, Tricor Tengis Limited, was appointed as the scrutineer at the AGM for the purpose of vote-taking.

The poll results were as follows:

			Number of Votes
		Ordinary Resolutions (Note 1)	(approximate %) (Note 2)
			For	Against
1.	To receive and consider the audited consolidated financial	4,851,642,123	60,000
	statements and the reports of the directors (the "Directors")	(99.99%)	(0.01%)
	and auditor of the Company for the year ended 31December
	2019
2.	(a)	to re-elect Mr. Zhang Sanhuo as executive Director	4,851,642,123	60,000
			(99.99%)	(0.01%)
	(b)	to re-elect Ms. Zhang Tingting as executive Director	1,185,833,899	3,665,868,224
			(24.44%)	(75.56%)
	(c)	to re-elect Mr. Chang Che-Fa as non-executive Director	1,185,833,899	3,665,868,224
			(24.44%)	(75.56%)
	(d)	to re-elect Mr. Lam Chi Wai as independent non-	1,185,833,899	3,665,868,224
		executive Director	(24.44%)	(75.56%)
	(e)	to re-elect Mr. Lyu Guoping as independent non-	1,185,833,899	3,665,868,224
		executive Director	(24.44%)	(75.56%)
	(f)	to re-elect Mr. Jin Xuliang as independent non-executive	1,185,833,899	3,665,868,224
		Director	(24.44%)	(75.56%)
	(g)	to authorise the board of Directors to fix the Directors'	4,851,642,123	60,000
		remuneration	(99.99%)	(0.01%)

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		Number of Votes
	Ordinary Resolutions (Note 1)	(approximate %) (Note 2)
		For	Against
3.	To re-appoint Crowe (HK) CPA Limited as the auditor of the	4,851,642,123	60,000
	Company and to authorise the board of Directors to fix its	(99.99%)	(0.01%)
	remuneration
4.	To grant a general mandate to the Directors to issue, allot and	4,846,842,123	4,860,000
	otherwise deal with the Company's shares	(99.90%)	(0.10%)
5.	To grant a general mandate to the Directors to repurchase the	4,851,642,123	60,000
	Company's shares	(99.99%)	(0.01%)
6.	To extend the general mandate granted to the Directors to allot,	4,846,842,123	4,860,000
	issue and deal with additional shares by addition of the number	(99.90%)	(0.10%)
	of the shares repurchased

Notes:

1. The full text of the Resolutions is set out in the Notice; and
2. All percentages rounded to two decimal places.

As more than 50% of the votes were cast in favour of each of the above Resolutions other than Resolutions 2(b), 2(c), 2(d), 2 (e) and 2(f), all the Resolutions (other than Resolutions 2(b), 2(c), 2(d), 2 (e) and 2(f)) were duly passed as ordinary resolutions by the Shareholders at the AGM. As less than 50% of the votes were cast in favour of Resolutions 2(b), 2(c), 2(d), 2 (e) and 2(f), Resolutions 2(b), 2(c), 2(d), 2 (e) and 2(f) were not passed as ordinary resolutions.

With effect from the conclusion of the AGM, Ms. Zhang Tingting, Mr. Chang Che-Fa, Mr. Lam Chi Wai, Mr. Lyu Guoping, Mr. Jin Xuliang cease to be the Director of the Company. The Board is not aware of any matter relating to the retirement of Ms. Zhang Tingting, Mr. Chang Che-Fa, Mr. Lam Chi Wai, Mr. Lyu Guoping, Mr. Jin Xuliang that needs to be brought to the attention of the Shareholders and the Stock Exchange.

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APPOINTMENT OF DIRECTORS

The Board announces that with effect from 5 August 2020 after the conclusion of the AGM and the special general meeting of the Company held on the same date (the "SGM"), each of Mr. Ho Kin Cheong Kelvin ("Mr. Ho") and Ms. An Juan ("Ms. An") has been appointed separately as the independent non-executive Director. Mr. Ho will also be the Chairman of the audit committee and the remuneration committee, the nomination committee and the risk management committee of the Company. Ms. An will also be member of the Audit Committee, the remuneration committee, the nomination committee and the risk management committee of the Company. Set out below are the biographical details of each of Mr. Ho and Ms. An.

Mr. Ho

Mr. Ho, aged 53, holds a Bachelor Degree in Business Administration (Hons.), major in Accounting, from Hong Kong Baptist University. He has over 27 years of experience in finance and accounting, company secretary, initial public offering, takeover, deposition and debt restructuring.

Mr. Ho held multiple managerial roles in Hong Kong listed companies from 1998 to 2020, namely Grand Orient Holdings Limited (now known as Landsea Green Group Co., Limited) (stock code: 0106), Hanny Holdings Limited (now known as Master Glory Group Limited) (stock code: 0275), Friedmann Pacific Greater China Investments Limited (now known as China Investment and Finance Group Limited) (stock code: 1226), Anhui Tianda Oil Pipe Company Limited (stock code: 0839 before being privatized in 2016), FU JI Foods Catering and Services Limited (now known as Fresh Express Delivery Holdings Group Company Limited) (stock code: 1175), Greens Holdings Limited (stock code: 1318.HK before delisted in 2020) and Richly Field China Development Limited (stock code: 0313).

Since 1 July 2020, Mr. Ho has been an independent non-executive director of Rosan Resources Holdings Limited (stock code: 0578). Since 6 August 2018, Mr. Ho has been an independent non- executive director of CECEP COSTIN New Materials Group Limited (In Provisional Liquidation) ("CECEP COSTIN") (stock code: 2228). Based on published information, CECEP COSTIN received a winding up petition and a summons for the appointment of joint provisional liquidators dated 30 October 2017. Mr. Ho's appointment was subsequent to the winding up petition against CECEP COSTIN and he was appointed by the joint provisional liquidators to meet the relevant requirements under the Listing Rules.

Mr. Ho was also a non-executive director of Hong Da Financial Holdings Limited (stock code: 1822) from 11 April 2016 to 19 April 2017 and he was an independent non-executive director of Cheung Tai Hong Holdings Limited (now known as ITC Properties Group Limited) (stock code: 0199) from 29 October 2001 to 20 May 2003.

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Mr. Ho is an associate member of the Hong Kong Institute of Certified Public Accountants, and a fellow member of the Association of Chartered Certified Accountants.

Save as disclosed above, as at the date of this announcement, Mr. Ho has not held any other major appointment. He did not hold any directorship in other listed public companies in the last three years. Mr. Ho does not have any relationship with any Director, senior management, substantial shareholders or controlling shareholders of the Company. He does not hold any position with the Company or other members of the Group.

As at the date of this announcement, Mr. Ho does not have any interest in the shares or underlying shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Pursuant to the appointment letter entered into between Mr. Ho and the Company, Mr. Ho's appointment will be effective from 5 August 2020 and he will be appointed for a term of one year and subject to retirement by rotation and re-election at the general meetings in accordance with the Company's bye-laws. Either the Company or Mr. Ho may terminate the appointment by serving not less than one month's notice in writing or paying to the other party one month's director's fee in lieu of notice. Mr. Ho will be entitled to receive a fixed monthly director's fee of HK$14,000 plus discretionary bonus, which is determined with reference to his responsibilities, the Company's remuneration policy and the prevailing market conditions.

Save as disclosed above, there is no further information to be disclosed pursuant to the requirements of Rule 13.51 of the Listing Rules and there are no other matters relating to the appointment of Mr. Ho that need to be brought to the attention of the Shareholders.

Ms. An

Ms. An, aged 42, studied Education Psychology at Xinzhou Teachers University. She has over 15 years of experience in management and is familiar with various management process.

Ms. An was the Human Resources Manager of 北京李寧體育用品有限公司山西分公司 (Beijing

Lining Sports Products Co., Ltd.* Shanxi Branch). She was the Human Resources Manager of 北京滙通方德資產管理有限公司 (Beijing Huitong Fande Assets Management Co., Ltd*) since 2010 and has become the Chief Executive Officer of 北京滙通方德資產管理有限公司 (Beijing

Huitong Fande Assets Management Co., Ltd*) since 2015.

Save as disclosed above, as at the date of this announcement, Ms. An has not held any other major appointment. She did not hold any directorship in other listed public companies in the last three years. Mr. An does not have any relationship with any Director, senior management, substantial shareholders or controlling shareholders of the Company. Ms. An does not hold any position with the Company or other members of the Group.

• For identification purposes only

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As at the date of this announcement, Ms. An does not have any interest in the shares or underlying shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Pursuant to the appointment letter entered into between Ms. An and the Company, Ms. An's appointment will be effective from 5 August 2020 and he will be appointed for a term of one year and subject to retirement by rotation and re-election at the general meetings in accordance with the Company's bye-laws. Either the Company or Ms. An may terminate the appointment by serving not less than one month's notice in writing or paying to the other party one month's director's fee in lieu of notice. Ms. An will be entitled to receive a fixed monthly director's fee of HK$14,000 plus discretionary bonus, which is determined with reference to her responsibilities, the Company's remuneration policy and the prevailing market conditions.

Save as disclosed above, there is no further information to be disclosed pursuant to the requirements of Rule 13.51 of the Listing Rules and there are no other matters relating to the appointment of Ms. An that need to be brought to the attention of the Shareholders.

Following the retirement of Mr. Lam Chi Wai, Mr. Lyu Guoping, Mr. Jin Xuliang and the appointment of Mr. Ho and Ms. An, the Board comprises two independent non-executive Directors, hence fails to meet the requirements of having at least three independent non-executive directors on the Board under Rule 3.10(1) of the Listing Rules and the Audit Committee comprising only non-executive directors with a minimum of three members under Rule 3.21 of the Listing Rules.

In order to comply with the Listing Rules, the Board is in the process of identifying suitable candidate(s) to fill the vacancy of the position of the independent non-executive Director and the member of the audit committee of the Company. The Company will use its endeavours to ensure that the suitable candidate(s) is/are appointed as soon as possible and, in any event, within three months from the date of this announcement. Further announcement(s) will be made by the Company as and when appropriate.

By the order of the Board of

Green Leader Holdings Group Limited

Mr. Tse Michael Nam

Executive Director

Hong Kong, 5 August 2020

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As at the date of this announcement, the Directors are:

Executive Directors

Mr. Zhang Sanhuo

Mr. Tse Michael Nam (Chief Executive Officer)

Independent non-executive Directors

Mr. Ho Kin Cheong Kelvin

Ms. An Juan

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