Green Leader : PROPOSED SHARE PREMIUM CANCELLATION AND REVISED TIMETABLE FOR THE CAPITAL REORGANISATION

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GREEN LEADER HOLDINGS GROUP LIMITED ၠჯછٰණྠϞࠢʮ̡

(Incorporated in Bermuda with limited liability)

(Stock Code: 61)

PROPOSED SHARE PREMIUM CANCELLATION

AND

REVISED TIMETABLE FOR THE CAPITAL REORGANISATION

The Board announces that the Company proposes to effect the Share Premium Cancellation by way of cancellation of the entire amount standing to the credit of the Share Premium Account and transferring the credit arising therefrom to the contributed surplus account of the Company. As at the date of 31 December 2019, based on the audited financial statements of the Company, the amount standing to the credit of the share premium account of the Company was HK$8,926,411,534.74. As at the date of 31 December 2020, based on the unaudited financial statements of the Company, the amount standing to the credit of the share premium account of the Company was HK$8,944,985,754.04.

Reference is also made to the announcements of the Company dated 1 February 2021 and 11 February 2021 in relation to the Capital Reorganisation. The Company announces that the expected timetable for the Capital Reorganisation and the despatch date of the circular will be revised as set out in this announcement.

A circular containing, among other matters, information regarding the Share Premium Cancellation and the Capital Reorganisation together with a notice of the SGM will be despatched to the Shareholders as soon as practicable.

Reference is made to the announcement of Green Leader Holdings Group Limited (the "Company") dated 1 February 2021 and 11 February 2021 (the "Announcements") in relation to, among others, the Capital Reorganisation. Unless the context requires otherwise, capitalised terms used herein shall bear the same meanings as defined in the Announcements.

PROPOSED SHARE PREMIUM CANCELLATION

The Board announces that the Company proposes to effect the Share Premium Cancellation by way of cancellation of the entire amount standing to the credit of the Share Premium Account of the Company. As at the date of 31 December 2019, based on the audited financial statements of the Company, the amount standing to the credit of the share premium account of the Company was HK$8,926,411,534.74. As at the date of 31 December 2020, based on the unaudited financial statements of the Company, the amount standing to the credit of the share premium account of the Company as HK$8,944,985,754.04.

Pursuant to the Share Premium Cancellation, it is proposed that the entire amount standing to the credit of the Share Premium Account be cancelled, with the credit arising therefrom transferred to the contributed surplus account of the Company.

The Share Premium Cancellation does neither involve any reduction in the authorised or issued share capital of the Company nor does it involve any reduction in nominal value of the Shares or trading arrangements in respect of the Shares. Other than the necessary expenses to be incurred in relation to the implementation of the Share Premium Cancellation, the Board considers that the implementation will not affect the underlying assets, business operations, management or financial position of the Company.

Conditions of the Share Premium Cancellation

The Share Premium Cancellation is conditional upon:

(a) the passing of a special resolution by the Shareholders at the SGM to approve the Share Premium Cancellation and the transactions contemplated thereunder; and

(b) compliance by the Company with section 46(2) of the Companies Act, including publication of a notice in relation to the Share Premium Cancellation in Bermuda.

Subject to fulfillment of the conditions set out above, the Share Premium Cancellation is expected to become effective on the date of passing the special resolution by the Shareholders at the SGM to approve the Share Premium Cancellation.

Reasons for the Share Premium Cancellation

Under the Companies Act, amounts standing to the credit of the share premium account of a Bermuda company may only be applied for the purposes expressly permitted under section 40(2) of the Companies Act. A Bermuda company may not declare or pay a dividend or make a distribution out of it share premium account as share premium is treated as if it were paid up share capital of the Bermuda company under the Companies Act. Pursuant to section 54 of the Companies Act, a Bermuda company may pay dividends or distributions to its members out of contributed surplus if there are no reasonable grounds for believing that (a) the company is, or after the payment of dividend or distribution would be, unable to pay its liabilities as they become due or (b) the realizable value of the Company's assets would thereby be less than its liabilities. Upon the Share Premium Cancellation becoming effective, the Company will have greater flexibility to declare dividends to the Shareholders.

As such, the Directors consider that the Share Premium Cancellation is in the interests of the Company and the Shareholders as a whole. To the best of the Directors' knowledge, information and belief, no Shareholders have a material interest in the Share Premium Cancellation and no Shareholders shall have to abstain from voting at the SGM in respect of the special resolution approving the Share Premium Cancellation.

REVISED EXPECTED TIMETABLE FOR THE CAPITAL REORGANISATION

Reference is also made to the Announcements in relation to the Capital Reorganisation. The Company announces that the expected timetable for the Capital Reorganisation and the despatch date of the circular will be revised as set out below.

Despatch of the circular regarding, among other matters, the Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 3 March 2021

PublicationofthenoticeofSGM .......................... Wednesday, 3 March 2021

Latest time for lodging transfer of the Existing Shares in order to qualify for attending and voting at the SGM . . . . . . . . . . . . . . . . . . 4:30 p.m. on

Monday, 29 March 2021

Register of members of the Company closed . . . . . . . . . . . . From Tuesday, 30 March 2021 to

Wednesday, 7 April 2021

(both days inclusive)

Latest time for lodging the form of proxy for the SGM . . . . . . . . . . . . . . . . . . . 11:00 a.m. on

Monday, 5 April 2021

SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on

Wednesday, 7 April 2021

Effective date of the Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . Friday, 9 April 2021

First day for free exchange of existing certificates for

Existing Shares for new certificates for New Share . . . . . . . . . . . . . . . Friday, 9 April 2021

Commencement of dealings in New Shares

on the Stock Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 9 April 2021

Last day of free exchange of existing certificates for

Shares for new certificates for New Shares . . . . . . . . . . . . . . . . . . . . . . . Friday, 7 May 2021

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

GENERAL

A circular containing, among other matters, information regarding the Share Premium Cancellation and the Capital Reorganisation together with a notice of the SGM will be despatched to the Shareholders as soon as practicable.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following meaning:

"Share Premium Account"

the share premium account of the Company

"Share Premium Cancellation" the proposed cancellation of the entire amount standing to the credit of the Share Premium Account

By the order of the Board of Green Leader Holdings Group Limited

Tse Michael Nam

Chairman

Hong Kong, 26 February 2021

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

Executive Directors

Mr. Tse Michael Nam (Chairman and Chief Executive Officer) Mr. Zhang Sanhuo

Independent non-executive Directors Mr. Ho Kin Cheong Kelvin

Mr. Shen Weidong

Mr. Tian Hong