Cinda International : PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS, GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, DECLARATION OF FINAL DIVIDEND AND NOTICE OF ANNUAL GENERAL MEETING

- i -

DEFINITIONS

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

- 1 -

- 2 -

LETTER FROM THE BOARD

(Incorporated in Bermuda with limited liability)

(Stock code: 111)

PROPOSALS FOR

RE-ELECTION OF RETIRING DIRECTORS

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

DECLARATION OF FINAL DIVIDEND

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to give you information on matters to be dealt with at the AGM to be held on 9 June 2021. They are: (i) re-election of Directors, (ii) grant of Issue Mandate (including the extended Issue Mandate), (iii) grant of Repurchase Mandate and (iv) declaration of the 2020 Final Dividend.

- 3 -

LETTER FROM THE BOARD

This circular contains the explanatory statement required to be given to the Shareholders in compliance with the Listing Rules and to give all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the resolutions in the AGM.

2. PROPOSED RE-ELECTION OF DIRECTORS

According to Bye-law 86(2), the Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board, or, subject to authorisation by the members in a general meeting, as an addition to the existing Board but so that the number of Directors so appointed shall not exceed any maximum number determined from time to time by the members in a general meeting. Any Director so appointed shall hold office only until the first general meeting of the Company after his or her appointment (in the case of filling a casual vacancy) or until the next following annual general meeting of the Company (in the case of an addition to the existing Board) and shall then be eligible for re-election at that meeting. The Directors to retire at an annual general meeting pursuant to the Bye-law 86(2) shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such annual general meeting pursuant to Bye-law 87(1).

In accordance with Bye-law 86(2), Ms. Zhu Ruimin will retire from her office at the AGM and she will offer herself for re-election.

According to Bye-laws 87(1) and 87(2), at each annual general meeting of the Company, one- third of the Directors for the time being or, if their number is not three or a multiple of three, then the number nearest to but not greater than one-third, shall retire from office by rotation, provided that every Director (including those appointed for a specific term or holding office as chairman of the Board or managing director) shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election. The Directors to retire by rotation shall include any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

- 4 -

LETTER FROM THE BOARD

In accordance with Bye-laws 87(1) and 87(2), two Directors subject to retirement by rotation at the AGM are Mr. Lau Mun Chung and Mr. Hung Muk Ming and they, being eligible, offer themselves for re-election.

In compliance with the requirement of code provision E.1.1 of the Corporate Governance Code set out in Appendix 14 to the Listing Rules, a separate resolution will be proposed at the AGM for the re-election of each individual Director whether such Director is an executive Director, non-executive Director or independent non-executive Director.

Mr. Hung Muk Ming has served as an independent non-executive Director for more than 9 years and the re-election of him will be subject to a separate resolution to be approved by the Shareholders. During his years of appointment, Mr. Hung Muk Ming has demonstrated his ability to provide an independent view to the Company's matters. Moreover, Mr. Hung Muk Ming holds no share or other business interest in the Company and has no other position in the Group save for being an independent non-executive Director, the chairman of audit committee of the Company and a member of the remuneration committee of the Company. The Board considers that the long service of Mr. Hung Muk Ming would not affect his exercise of independent judgment and is satisfied that Mr. Hung Muk Ming has the required character, integrity and knowledge to continue fulfilling the role of independent non-executive director. The Board also considers that the re-election of Mr. Hung Muk Ming as an independent non-executive Director is in the best interest of the Company and Shareholders as a whole.

Biographies, as at the Latest Practicable Date, of the Directors proposed to be re-elected at the AGM are set out in Appendix I to this circular.

- 5 -

LETTER FROM THE BOARD

1. ISSUE MANDATE
   At the AGM, an ordinary resolution will be proposed that the Directors be given a general and unconditional mandate to allot and issue further Shares representing up to 20% of the aggregate number of issued Shares as at the date of passing the resolution. As at the Latest Practicable Date, a total of 641,205,600 Shares were in issue. The number of Shares issuable pursuant to the Issue Mandate on the date of passing the resolution will be 128,241,120 Shares, representing 20% of the number of issued Shares as at the date of the AGM, on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM. In addition, if the resolution for the granting of the Repurchase Mandate is passed, a resolution will be proposed to authorise the Directors to allot and issue Shares up to an amount equal to the number of issued Shares repurchased under the Repurchase Mandate.
   The Issue Mandate will end on the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the date by which the next annual general meeting of the Company is required to be held by the Bye-laws or any applicable laws of Bermuda; and (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in general meeting of the Company.
2. REPURCHASE MANDATE
   At the AGM, an ordinary resolution will also be proposed that the Directors be given a general and unconditional mandate to exercise all powers of the Company to repurchase Shares, subject to the criteria set out in this circular. Under the Repurchase Mandate, the maximum number of Shares that the Company may repurchase shall not exceed such number as represents 10% of the number of issued Shares as at the date of the passing of the resolution. The Company's authority is restricted to repurchases made on the Stock Exchange and otherwise in accordance with the Listing Rules.
   An explanatory statement is set out in Appendix II to this circular.
3. PROPOSED 2020 FINAL DIVIDEND
   As disclosed in the announcement of the Company dated 4 March 2021 relating to the annual results of the Group for the year ended 31 December 2020, and announcement of the Company dated 26 April 2021 relating to, inter alia, change of proposed date of payment of 2020 Final Dividend, the Board resolved to propose at the AGM the payment of the 2020 Final Dividend of HK$0.03 per Share for the year ended 31 December 2020 to Shareholders whose names appeared on the register of members of the Company on 24 June 2021, consistent with the Company's established dividend policy. The proposed 2020 Final Dividend is subject to Shareholders' approval at the AGM.

- 6 -

LETTER FROM THE BOARD

To determine the entitlement of the 2020 Final Dividend, the register of members of the Company will be closed from 22 June 2021 to 24 June 2021, both dates inclusive, during which period no transfer of shares will be registered. To qualify for receipt of the 2020 Final Dividend, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on 21 June 2021.

1. VOTING BY POLL
   Pursuant to Rule 13.39(4) of 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 the resolutions put to the vote at the AGM will be taken by way of poll. The results of the poll will be published on the HKEXnews website at www.hkexnews.hk and the Company's website at www.cinda.com.hk as soon as possible after the AGM.
2. RECOMMENDATION
   The Directors consider that the re-election of the Directors, the granting of the Issue Mandate (including the extended Issue Mandate) and the Repurchase Mandate and the declaration of the 2020 Final Dividend are in the interests of the Company and the Shareholders as a whole and so recommend you to vote in favour of all the Ordinary Resolutions to be proposed at the AGM.

Yours faithfully,

For and on behalf of the Board

Cinda International Holdings Limited

Lau Mun Chung

Executive Director

- 7 -

This appendix sets out the brief biography of the Directors proposed to be re-elected at the AGM.

Ms. Zhu Ruimin ("Ms. Zhu"), aged 50, was appointed as an executive Director, the chairman of the Board and the chairman of the nomination committee of the Company on 26 April 2021. Ms. Zhu is currently the secretary of the party committee, a director and the general manager of Cinda Securities, the controlling shareholder (as defined in the Listing Rules) of the Company, and the chairman of First State Cinda Fund Management Co., Ltd..

Ms. Zhu graduated from the Renmin University of China with a doctoral degree in business administration in January 2009. She also holds the professional title of Senior Accountant. Ms. Zhu has substantial experience in management of securities companies. Ms. Zhu served as the general manager of the financial department, the assistant to the general manager and deputy general manager in Dongxing Securities Co., Ltd. (a joint stock company incorporated in the PRC with limited liability, the shares of which are listed on the Shanghai Stock Exchange (stock code: 601198)) successively from April 2007 to April 2012. Ms. Zhu also served as chief financial officer of China Galaxy Securities Co., Ltd. (a joint stock company incorporated in the PRC with limited liability, the H shares of which are listed on the Stock Exchange (stock code: 6881) and the A shares of which are listed on the Shanghai Stock Exchange (stock code: 601881)) from April 2012 to April 2019. Ms. Zhu joined Cinda Securities since July 2019.

Ms. Zhu has signed a letter of appointment with the Company with a fixed term of three years commencing from 26 April 2021. Ms. Zhu's directorship is subject to retirement and re-election at the AGM in accordance with the Bye-laws. Ms. Zhu will not receive any director's remuneration pursuant to her letter of appointment.

Save as disclosed above, Ms. Zhu neither holds any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, nor holds any other position with the Company and other members of the Group.

As at the Latest Practicable Date, save as disclosed above, Ms. Zhu does not have any relationship with any Directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company and she does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

There is no information relating to Ms. Zhu that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed above, there is no other matter in relation to the re-election of Ms. Zhu that needs to be brought to the attention of the Shareholders.

- 8 -

Mr. Lau Mun Chung ("Mr. Lau"), aged 56, was appointed as an executive Director on 3 March 2007 and is currently the deputy chief executive officer of the Company. He is a director and/or a secretary of certain subsidiaries of the Company and the Company Secretary of the Company. Mr. Lau is also a director of Cinda Agriculture Investment Limited (a subsidiary of China Cinda (HK) Holdings Company Limited, a subsidiary of China Cinda) and a director of a company invested/interested by the Group.

Mr. Lau graduated from the University of Hong Kong with a Bachelor Degree in Social Sciences in 1986 and received his Master Degree in Laws (Corporate and Financial Law) in the same university in 2013. He is a fellow member of the Association of Chartered Certified Accountants, an associate member of the Hong Kong Institute of Certified Public Accountants, an associate of The Hong Kong Institute of Chartered Secretaries and The Chartered Governance Institute (formerly known as The Institute of Chartered Secretaries and Administrators) in the United Kingdom.

Mr. Lau has entered into a service agreement with the Company for a term of three years commencing from 3 March 2021. Mr. Lau's directorship is subject to retirement and re-election at the AGM in accordance with the Bye-laws. Mr. Lau is entitled to receive a director's fee of HK$240,000 per annum and a fixed monthly salary of HK$193,830 which were determined in accordance with his qualification, experience, responsibilities and the prevailing market conditions and an annual management bonus of a sum to be determined by the remuneration committee of the Company at its absolute discretion having regard to the operating results of the Group and his performance.

Save as disclosed above, Mr. Lau neither holds any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, nor holds any other position with the Company and other members of the Group.

As at the Latest Practicable Date, save as disclosed above, Mr. Lau does not have any relationship with any Directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company and he does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

There is no information relating to Mr. Lau that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed above, there is no other matter in relation to the re-election of Mr. Lau that needs to be brought to the attention of the Shareholders.

- 9 -

Mr. Hung Muk Ming ("Mr. Hung"), aged 56, was appointed as an independent non-executive Director on 2 December 2008. He is the chairman of the audit committee and a member of the remuneration committee of the Company. Mr. Hung is a Certified Public Accountant (Practising) and is a fellow CPA of the Hong Kong Institute of Certified Public Accountants. He is also a fellow member of the Association of Chartered Certified Accountants, an associate of The Hong Kong Institute of Chartered Secretaries and The Chartered Governance Institute (formerly known as The Institute of Chartered Secretaries and Administrators) in the United Kingdom. Mr. Hung received his Bachelor Degree in Social Sciences from the University of Hong Kong in 1990, and a Master Degree in Corporate Governance from the Hong Kong Polytechnic University in 2008. He has over 25 years of experience in the accounting and audit sector. Mr. Hung is currently an independent non-executive director of the following companies listed on the Stock Exchange: (i) Silver Grant International Holdings Group Limited (formerly known as Silver Grant International Industries Limited), the shares of which are listed on the Stock Exchange (stock code: 171);

1. Century Sage Scientific Holdings Limited, the shares of which are listed on the Stock Exchange (stock code: 1450); (iii) CA Cultural Technology Group Limited (formerly known as China Animation Characters Company Limited), the shares of which are listed on the Stock Exchange (stock code: 1566); and (iv) IBO Technology Company Limited, the shares of which are listed on the Stock Exchange (stock code: 2708).

Mr. Hung has entered a letter of appointment with the Company for a term of two years commencing from 2 December 2020. He is entitled to receive a director's fee of HK$240,000 per annum which was determined by the Board with reference to the responsibilities undertaken by him.

Save as disclosed above, Mr. Hung neither holds any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, nor holds any other position with the Company and other members of the Group.

As at the Latest Practicable Date, save as disclosed above, Mr. Hung does not have any relationship with any Directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company and he does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

There is no information relating to Mr. Hung that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed above, there is no other matter in relation to the re-election of Mr. Hung that needs to be brought to the attention of the Shareholders.

- 10 -

This appendix serves as an explanatory statement required under the Listing Rules to provide you with the information necessary for your consideration of the Repurchase Mandate.

1. SHARE CAPITAL
2. 1. 
      At the AGM, an ordinary resolution will be proposed to approve the Repurchase Mandate. Under the Repurchase Mandate, the maximum number of Shares that the Company may repurchase shall not exceed 10% of the number of issued Shares as at the date of the passing of the resolution. As at the Latest Practicable Date, there were in issue an aggregate of 641,205,600 Shares.
      Exercise in full of the Repurchase Mandate, on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, would result in up to 64,120,560 Shares being repurchased by the Company. The Repurchase Mandate allows the Company to make or agree to make repurchases only during the period ending on the earliest of:
   2. the conclusion of the next annual general meeting of the Company; (ii) the date by which the next annual general meeting of the Company is required to be held by the Bye-laws or any applicable laws of Bermuda; and (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in general meeting of the Company.
3. REASON FOR REPURCHASE OF SHARES
4. 
   The Directors consider that the Repurchase Mandate will provide the Company with the flexibility to make such repurchases as and when appropriate and is beneficial to the Company. Such repurchases may enhance the Company's net asset value and/or earnings per Share. The Directors would only make such repurchases in circumstances whereby they consider them to be in the interests of the Company and the Shareholders as a whole.
5. FUNDING OF REPURCHASES
6. 
   Repurchase of the Shares will be funded entirely from the Company's available cash flow or working capital facilities, and will, in any event, be made out of funds legally available for the repurchase in accordance with the Bye-laws and the applicable laws of Bermuda. Under the laws of Bermuda, the repurchased Shares will be cancelled and the Company's issued share capital will be reduced by the nominal value of those repurchased Shares accordingly. However, the aggregate amount of the Company's authorised share capital will not be reduced.

- 11 -

As compared with the financial position of the Company as at 31 December 2020 (being the date to which the latest audited financial statements of the Company have been made up), the Directors consider that there would not be material adverse impact on the working capital and on the gearing position of the Company in the event that the Repurchase Mandate were exercised in full. No repurchase would be made in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.

4. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the twelve months up to the Latest Practicable Date were as follows:

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases pursuant to the proposed resolution in accordance with the Listing Rules, all applicable laws of Bermuda, and in accordance with the regulations set out in the memorandum of association of the Company and the Bye-laws.

- 12 -

1. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS
   None of the Directors nor, to the best of the knowledge and belief of the Directors having made all reasonable enquiries, any of the close associates of the Directors has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell the Shares to the Company.
   No core connected person of the Company has notified the Company that he/she has a present intention to sell the Shares to the Company nor has he/she undertaken not to sell any of the Shares held by him/her to the Company in the event that the Company is authorised to make repurchases of Shares. In accordance with the Listing Rules, the Company shall not knowingly repurchase Shares from a core connected person on the Stock Exchange.
2. EFFECT OF TAKEOVERS CODE
   If a Shareholder's proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
   As at the Latest Practicable Date, according to the register kept by the Company pursuant to Section 336 of the SFO and so far as was known by the Directors and chief executives of the Company, Cinda Securities, the controlling shareholder of the Company, held 403,960,200 Shares, representing approximately 63.00% of the issued share capital of the Company. Cinda Securities is a non-wholly-owned subsidiary of China Cinda. In the event that the Directors exercise in full the power of the Company to repurchase Shares under the Repurchase Mandate, assuming the present shareholding remains the same, the shareholding of Cinda Securities and its associates would be increased from 63.00% to approximately 70.00% of the issued share capital of the Company.
   To the best knowledge of the Directors, the Directors are not aware of any Shareholders, or a group of Shareholders acting in concert, who may become obliged to make a mandatory offer under Rule 26 of the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase Mandate.
3. SHARE REPURCHASE MADE BY THE COMPANY
   In the six months preceding the Latest Practicable Date, no Shares have been repurchased by the Company (whether on the Stock Exchange or otherwise).

- 13 -

NOTICE OF ANNUAL GENERAL MEETING

1. the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period (as defined in paragraph (d) of this resolution) to make or grant offers, agreements and options and issue other securities convertible into shares which might require the exercise of such power after the end of the Relevant Period (as defined in paragraph (d) of this resolution);
2. the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Company pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) of this resolution) or
3. 1. an issue of shares under any option scheme or similar arrangement for the time being adopted for the grant or issue to employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company, shall not exceed 20 per cent. of the aggregate number of shares of the Company in issue as at the date of the passing of this resolution and the said approval shall be limited accordingly; and
4. for the purposes of this resolution:
   "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
5. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required to be held by the bye-laws of the Company or any applicable laws of Bermuda; and
   3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting of the Company.

"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirement of any recognised regulatory body or any stock exchange in any territory outside Hong Kong)."

- 15 -

NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. All shareholders of the Company who will be attending the AGM in person should read the section headed "PRECAUTIONARY MEASURES FOR THE AGM" on the cover page of the circular of the Company dated 7 May 2021.
2. A form of proxy for use at the AGM is enclosed herewith.
3. In order to qualify for attending the AGM, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong branch share registrar, Tricor Secretaries Limited, whose share registration public offices are located at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on 3 June 2021.
4. For determining the entitlement to the proposed final dividend for the year ended 31 December 2020, the register of members of the Company will be closed from 22 June 2021 to 24 June 2021, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend, subject to approval by the shareholders of the Company at the AGM, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong branch share registrar, Tricor Secretaries Limited, whose share registration public offices are located at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on 21 June 2021.
5. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person authorised to sign the same.
6. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more than one proxy to attend and vote in his/her stead. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed.
7. In order to be valid, the form of proxy must be deposited at the Company's Hong Kong branch share registrar, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, not less than 48 hours before the time appointed for holding the AGM (i.e. before 11:00 a.m. on 7 June 2021) or any adjournment thereof.
8. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting convened by the above notice or any adjournment thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.
9. Concerning resolution 3 above, the biographical details and interests in the securities of the Company (if any) of the directors proposed to be re-elected at the AGM are provided in this circular.

- 17 -