Dongyue : PROPOSALS FOR RE-ELECTION OF DIRECTORS GENERAL MANDATES TO ISSUE AND REPURCHASE SECURITIES AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Dongyue Group Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission.

DONGYUE GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 189)

PROPOSALS FOR RE-ELECTION OF DIRECTORS

GENERAL MANDATES TO ISSUE AND REPURCHASE SECURITIES

AND

NOTICE OF ANNUAL GENERAL MEETING

The notice convening the annual general meeting ("AGM") of the Company to be held at 10:00 a.m. on 10 June 2021 at Room C, 5/F, United Centre, 95 Queensway, Admiralty, Hong Kong is set out on pages 15 to 19 of this circular. A form of proxy for the AGM is also enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjourned meeting thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so desire.

16 April 2021

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DEFINITIONS

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

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For the purpose of this circular, certain English translation of Chinese name or words are included for information purpose only and should not be relied upon as the official translation of such Chinese names or words.

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LETTER FROM THE BOARD

DONGYUE GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 189)

PROPOSALS FOR RE-ELECTION OF DIRECTORS

GENERAL MANDATES TO ISSUE AND REPURCHASE SECURITIES

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the AGM relating to (i) the re-election of Directors; and (ii) the grant of general mandates to the Directors for the issue and the repurchase of the Company's securities up to 20% and 10% respectively of the aggregate nominal amount of the Company's issued share capital as at the date of passing of such resolutions, and the extension of the general mandate to the Directors to issue shares to include the aggregate nominal amount of such securities repurchased under the repurchase mandate.

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LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board comprised nine Directors, namely Mr. Zhang Jianhong, Mr. Fu Kwan, Mr. Wang Weidong (appointed by the Board on 11 March 2021), Mr. Zhang Zhefeng, Mr. Zhang Bishu, Mr. Zhang Jian, Mr. Ting Leung Huel, Stephen, Mr, Ma Zhizhong (appointed by the Board on 11 March 2021) and Mr. Yang Xiaoyong.

Pursuant to Article 87(1) of the Articles of Association, at each of the annual general meeting, one third of the Directors for the time being, or, if their number is not 3 or a multiple of 3, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every 3 years.

Pursuant to Article 86(3) of the Articles of Association, any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting after his appointment and be subject to reelection at such meeting and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.

Accordingly, four of the existing Directors, two being retiring by rotation and two being Directors appointed by the Board as stated above, will retire at the AGM and, being eligible, will offer themselves for re-election at the AGM.

Article 88 of the Articles of Association provides that no person, other than a retiring Director, shall, unless recommended by the Board for election, be eligible for election as a Director at any general meeting, unless notice in writing of the intention to propose that person for election as a Director and notice in writing by that person of his willingness to be elected shall have been lodged at the head office or at the registration office. The minimum period for lodgment of the notices required shall be at least 7 days and that (if the notices are submitted after the despatch of the notice of the general meeting appointed for such election) the period for lodgment of such notice(s) shall commence on the day after the despatch of the notice of the general meeting appointed for such election and end no later than 7 days prior to the date of such general meeting.

Accordingly, if a Shareholder wishes to nominate a person to stand for election as a Director at the AGM, notice of his intention to propose such person for election as a Director and the notice executed by the nominee of his willingness to be elected must be validly served at the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong on or before 3 June 2021.

Biographical and other details of the Directors proposed to be re-elected at the AGM are set out in Appendix I to this circular. If a valid notice from a Shareholder to propose a person to stand for election as a Director at the AGM is received after the printing of this circular, the Company will issue a supplementary circular to inform the Shareholders of the details of the additional candidate proposed.

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LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND REPURCHASE SECURITIES

At the annual general meeting of the Company held on 10 June 2021, ordinary resolutions were passed by the Shareholders granting to the Directors a general mandate to exercise the powers of the Company to repurchase Shares and a further general mandate to allot, issue and deal with new Shares. Such general mandates, unless renewed, will lapse at the conclusion of the AGM.

New general mandates to allot, issue and deal with the Shares up to a maximum of 20% (422,337,891 Shares based on the number of issued Shares as at the Latest Practicable Date) and to repurchase Shares up to a maximum of 10% (211,168,945 Shares based on the number of issued Shares as at the Latest Practicable Date) ("Repurchase Mandate") respectively of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolutions as set out in Resolutions 6A and 6B respectively of the AGM Notice will be proposed at the AGM. Resolution authorising the extension of the general mandate to the Directors to issue Shares to include the aggregate nominal amount of such securities (if any) repurchased under the Repurchase Mandate as set out in Resolution 6C of the AGM Notice will be proposed at the AGM.

With reference to the proposed new general mandates, the Directors wish to state that they have no immediate plans to issue or repurchase any Shares pursuant to the relevant mandates as at the date of this circular.

An explanatory statement containing the particulars required by the Listing Rules to enable the Shareholders to make an informed decision on whether to vote for or against Resolution 6B to be proposed at the AGM in relation to the proposed Repurchase Mandate is set out in Appendix II to this circular.

FINAL DIVIDEND

As stated in the announcements issued by the Company dated 9 March 2021 relating to the annual results of the Group for the year ended 31 December 2020, the Board recommends the payment of the Final Dividend of HK$0.14 per Share to the Shareholders whose names appear on the Register on the Record Date. The Final Dividend is subject to approval by the Shareholders at the AGM and resolutions will be proposed to the Shareholders for voting at the AGM.

CLOSURE OF THE REGISTER

The Register will be closed from Thursday, 17 June 2021 to Monday, 21 June 2021 (both dates inclusive) in order to determine the Shareholders' entitlements to the Final Dividend, during which no transfer of Shares will be registered.

To qualify for the Final Dividend, all transfers of Shares accompanied by the relevant share certificates must be lodged with Tricor Investor Services Limited for registration no later than 4:30 p.m. on Wednesday, 16 June 2021.

Shareholders whose names appear on the Register on the Record Date, i.e. 4:30 p.m. on Monday, 21 June 2021 will be entitled to the Final Dividend.

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LETTER FROM THE BOARD

The expected timetable for the Final Dividend is as follows:

THE AGM

The AGM Notice is set out on pages 15 to 19 of this circular. At the AGM, in addition to the ordinary business of the AGM, resolutions will be proposed to the Shareholders to consider and, if thought fit, approve, among other things, the proposed re-election of Directors, the proposed grant of the general and unconditional mandates to issue and repurchase the Shares.

A form of proxy for the AGM is also enclosed with this circular. Whether or not you are able to attend the AGM or any adjourned meeting thereof, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjourned meeting thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so desire.

Pursuant to Rule 13.39(4) of the Listing Rules, except for those resolutions relating purely to procedural or administrative matters, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all the resolutions to be considered and, if thought fit, approved at the AGM will be taken by poll.

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LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

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

RECOMMENDATION

The Directors consider that the proposed re-election of Directors and the proposed grant of general mandates to issue and repurchase securities are in the best interests of the Company and the Shareholders as a whole, and accordingly, recommend all Shareholders to vote in favour of the resolutions set out in the AGM Notice.

GENERAL

To the best of the Director's knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.

Yours faithfully,

For and on behalf of the Board

Dongyue Group Limited

Zhang Jianhong

Chairman

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LIST OF DIRECTORS FOR RE-ELECTION

The biographical and other details of the Directors standing for re-election at the AGM are set out

below.

Mr. FU Kwan (傅軍), aged 63, was appointed as the executive director of the Company in July

2006. Mr. Fu is currently the chairman of the board of directors and the president of Macro-Link Group. Mr. Fu served as a police commissioner of Liling City, deputy secretary of the Party Committee of the Commune, secretary of the township party committee, deputy director of the Liling City Economic Commission, director of the Municipal Foreign Trade Bureau and the Party secretary, deputy general manager of Hunan Arts and Crafts Import and Export Group (湖南省工藝品進出口集團), and associate leader of social working team of province station at Liuyang City. Mr. Fu served as the member of executive committee, standard committee of All-China Federation of Industry and Commerce, the director of participation and deliberation of politics committee of All-China Federation of Industry and Commerce, the deputy chairman of the tenth All-China Federation of Industry and Commerce, and the deputy chairman of the eleventh of China Chamber of Commerce. He also served as the eleventh, the twelfth and the thirteenth CPPCC member, the member of the social and legal committee of CPPCC, and the chairman of Hong Kong China Chamber of Commerce. He was appointed as deputy chairman of the board of Central South University and Beijing Foreign Studies University. He was selected for several times as "Outstanding builders of socialism with Chinese characteristics", "Top ten Entrepreneur in China", "China Economic Person of the Year", "100 outstanding private entrepreneurs at the 40th anniversary of China's reform and opening-up", "Persons of China Private Sector for the 40 Years" and other honors. In addition, Mr. Fu is the director of Macrolink Culturaltainment Development Co., Ltd. (新華聯文化旅遊發展股份有限公司), a company listed on the Shenzhen Stock Exchange. Mr. Fu is also the chairman and executive director of Macrolink Capital Holdings Limited (新華聯資本有限公司), a company listed on the Stock Exchange of Hong Kong Limited. Mr. Fu owns a direct 4.25% and an indirect 90% interest in Macrolink Holding, which wholly owns Macrolink International Investment Co. Ltd ("Macrolink International"). Macrolink International is a substantial shareholder of Macrolink Capital Holdings Limited.

There is no service contract and fixed term of service between Mr. Fu and the Company but he is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. During the year ended 31 December 2020, Mr. Fu is entitled to receive an annual director's fee of RMB144,000, which is determined with reference to his duties and responsibilities with the Company and the Company's current standards for emoluments and the market conditions and has been approved by the Company's Remuneration Committee.

As at the Latest Practicable Date, under the meaning of Part XV of the SFO, 616,646,818 Shares are held by Mr. Fu through his equity interest in Macrolink International and Macrolink Overseas Development Limited (a wholly owned subsidiary of Macrolink International). Save as disclosed above, Mr. Fu did not hold any other directorships in any other listed public companies in the past three years immediately prior to the Latest Practicable Date and Mr. Fu does not have any relationship with any Directors, senior management or substantial or controlling Shareholders. There is no other information relating to the reelection of Mr. Fu that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed herein, there are no other matters that need to be brought to the attention of the Shareholders.

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Mr. ZHANG Jian (張建), aged 48, was appointed as the executive director of the Company in July 2006 and has been with the Group since February 2006. Mr. Zhang has more than 20 years of experience in the investment banking and corporate finance. Mr. Zhang holds a bachelor degree in Economics and Law from Jiangxi University of Finance and Economics and a Master degree in Business Administration from The Chinese University of Hong Kong. Mr. Zhang is currently the director, senior vice president of the Marco-Link Group and the director of its integrated corporate management and merger and acquisition department, as well as an executive director of New Silkroad Culturaltainment Limited (a company listed on the HKSE) and Macrolink Capital Holdings Limited (a company listed on the HKSE), the vice-chairman of Keda Industrial Group Co., Ltd. (a company listed on the Shanghai Stock Exchange), and a director of Macrolink Culturaltainment Development Co., Ltd. (新華聯文化旅遊發展股份有限公司) (a company listed on the Shenzhen Stock Exchange).

Save for the disclosed above, Mr. Zhang does not have any other directorships in other listed companies in the past 3 years immediately prior to the Latest Practicable Date and Mr. Zhang does not have any relationship with any Directors, senior management, substantial or controlling Shareholders. There is no service contract and fixed term of service between Mr. Zhang and the Company but he is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. During the year ended 31 December 2020, Mr. Zhang is entitled to receive an annual director's fee of RMB144,000 which is determined with reference to his duties and responsibilities with the Company and the Company's current standards for emoluments and the market conditions and is subject to review by the Remuneration Committee of the Company from time to time.

As at the Latest Practicable Date, under the meaning of Part XV of the SFO, 397,091 Shares are held by Mr. Zhang. There is no other information relating to the re-election of Mr. Zhang that is required to be disclosed pursuant to Rule 13.51(2) (h) to (v) of the Listing Rules. Save as disclosed herein, there are no other matters that need to be brought to the attention of the Shareholders.

Mr. WANG Weidong (王維東), aged 57, has served the Group since September 1996 and is responsible for technology research and development and corporate management matters of the Group. Mr. Wang had served as the general manager of several subsidiaries of the Company, including Shandong Dongyue Fluo-Silicon Materials Co., Ltd. (山東東岳氟硅材料有限公司), Shandong Dongyue Organosilicone Materials Co., Ltd. (山東東岳有機硅材料股份有限公司) and Shandong Dongyue Chemicals Co., Ltd. (山東東岳化工有限公司). Mr. Wang currently serves as a president of the Group, a director of various subsidiaries of the Company, a director of Dongue Future Hydrogen Energy Materials Co., Ltd. (山東東岳未來氫能材料有限公司) and the chairman of Shandong Dongyue Organosilicone Materials Co., Ltd. (a company listed on ChiNext of the Shenzhen Stock Exchange). Mr. Wang has over 30 years of experience in management of chemical manufacturing and has been awarded the titles of "National Outstanding Chemical Engineer (全國化工優秀科技工作者)", "Outstanding Contribution Entrepreneur (傑 出貢獻企業家)" and "Outstanding Entrepreneur of Shandong Province (山東省優秀企業家)" by the China Petroleum and Chemical Industry Association (中國石油和化工工業協會). Mr. Wang holds a master's degree in business administration from Shanghai Jiao Tong University.

Save for the aforesaid, Mr. Wang does not have any other directorships in other listed companies in the past 3 years immediately prior to the Latest Practicable Date and Mr. Wang does not have any relationship with any Directors, senior management, substantial or controlling Shareholders. Mr. Wang

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entered into a service contract with the Company for a term of two years and is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Wang is entitled to receive a monthly director's fee and salary of RMB500,000 and discretionary bonus, which is determined with reference to his duties and responsibilities with the Company and the Company's current standards for emoluments and the market conditions and has been approved by the Company's Remuneration Committee.

As at the Latest Practicable Date, under the meaning of Part XV of the SFO, Mr. Wang did not have any interest in Shares within the meaning of Part XV of the SFO. There is no other information relating to the re-election of Mr. Wang that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed herein, there are no other matters that need to be brought to the attention of the Shareholders.

Mr. MA Zhizhong (馬志忠 ), aged 58, has over 35 years of teaching experience. Since July 1998, Mr. Ma has been working at Zibo University (the predecessor of Shandong University of Technology) as a director of the legal affairs office and he was appointed as a professor of the law school of Shandong University of Technology in January 2018. Mr. Ma is also a qualified PRC lawyer since September 1992. Mr. Ma holds a bachelor's degree in politics from Qufu Normal University, and a master of laws from Shandong University.

Save for the aforesaid, Mr. Ma does not have any other directorships in other listed companies in the past 3 years immediately prior to the Latest Practicable Date and Mr. Ma does not have any relationship with any Directors, senior management, substantial or controlling Shareholders. Mr. Ma has entered into the service contract with the Company for a term of two years commencing from 11 March 2021. Mr. Ma is entitled to receive an annual director's fee of RMB10,000 which is determined with reference to his duties and responsibilities with the Company and the Company's current standards for emoluments and the market conditions and is subject to review by the Remuneration Committee of the Company from time to time. Mr. Ma will be subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association.

As at the Latest Practicable Date, Mr. Ma did not have any interest in Shares within the meaning of Part XV of the SFO. Save as aforesaid, he will not be entitled to any remuneration nor bonus payments as a Director. There is no other information relating to the re-election of Mr. Ma that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed herein, there are no other matters that need to be brought to the attention of the Shareholders.

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This Appendix contains the particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed view on whether to vote for or against the resolution to be proposed at the AGM in relation to the proposed Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the Company had 2,111,689,455 Shares in issue or an issued share capital of HK$211,168,946. Subject to the passing of the resolution granting the proposed mandate to repurchase its own shares and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to repurchase a maximum of 211,168,945 Shares, representing 10% of the issued share capital of the Company as at the date of passing of the resolution, during the period ending on the earlier of the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required to be held by law or the date upon which such authority is revoked or varied by a resolution of the Shareholders in general meeting.

REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole for the Directors to have a general authority from the Shareholders to enable the Company to repurchase its shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

FUNDING OF REPURCHASES

Any repurchase of securities of the Company made pursuant to the proposed Repurchase Mandate would be made out of funds which are legally available for the purpose in accordance with the memorandum and articles of association of the Company, the Listing Rules and the applicable Cayman Islands laws. Under the Cayman Islands law, repurchases by the Company may only be made out of profits of the Company, from sums standing to the credit of the share premium account of the Company or out of the proceeds of a fresh issue of shares made for the purpose of the repurchase or, subject to the statutory test of solvency, out of capital. The premium, if any, payable on the repurchase, shall be provided for out of profits of the Company or from sums standing to the credit of the share premium account of the Company or, subject to the statutory test of solvency, out of capital.

FINANCIAL IMPACT

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders and in circumstances where they consider that the Shares can be repurchased on terms favourable to the Company. The Directors anticipate that if the general mandate to repurchase securities were to be exercised in full at the current prevailing market value, it may have a material adverse impact on the working capital and gearing level of the Company by referring to the audited consolidated financial statements of the Company as at 31 December 2020. The Directors do not propose to

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exercise the mandate to repurchase shares to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

SHARE PRICE

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the previous twelve months of the Company as at the Latest Practicable Date:

TAKEOVERS CODE CONSEQUENCES

If as a result of repurchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase of the Shareholders' interest, 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 a result of any such increase.

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As at the Latest Practicable Date, the following persons had interests or short positions in the Shares of the Company which fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Company under section

336 of the SFO:

Notes:

1. These Shares in which 150,000,000 Shares (L) are directly held by Macrolink Overseas (a wholly owned subsidiary of Macrolink International) and 466,646,818 Shares (L) directly held by Macrolink International which in turn is wholly owned by Macrolink Industrial. Macrolink Holding, a company owned by Cheung Shek as to 93.4% and by Mr. Fu Kwan as to 2.83%, respectively, wholly owns Macrolink Industrial. In addition, Mr. Fu Kwan and Ms. Xiao Wenhui directly own Cheung Shek as to 59.76% and 33.46%, respectively.
2. Pursuant to the SFO, as Mr. Zhang Jianhong holds 100% interest in Dongyue Team Limited, Mr. Zhang Jianhong is deemed to be interested in the 258,948,451 Shares (L) held by Dongyue Team Limited.
3. L: Long Position.

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Based on the above shareholding interests of Mr. Fu Kwan, Macro-Link International Investment Co., Ltd., Macro-Link Industrial Investment Limited, Macro-Link Holding Limited, Cheung Shek Investment Limited, Mrs. Xiao Wenhui and parties regarded as acting in concert with them, and in the event that the Repurchase Mandate is exercised in full by the Company and assuming that Mr. Fu Kwan, Macro-Link International Investment Co., Ltd., Macro-Link Industrial Investment Limited, Macro-Link Holding Limited, Cheung Shek Investment Limited, Mrs. Xiao Wenhui and parties regarded as acting in concert with them do not dispose of any of their Shares, their percentage shareholding in the Company will be increased to approximately 32.45% of the total issued share capital of the Company. Accordingly under Rule 26 of the Takeovers Code, an obligation to make a general offer to Shareholders will arise as a result of an exercise of the Repurchase Mandate in full. The Directors have no present intention to repurchase Shares to such an extent as would result in takeover obligations.

As at the Latest Practicable Date, the Company's issued share capital in the hands of the public was approximately 50%, which is above the requirement of having at least 25% of the issued share capital of the Company held by the public under Rule 8.08 of the Listing Rules.

SHARE REPURCHASE MADE BY THE COMPANY

In the six months preceding the Latest Practicable Date, the Company has not repurchased any Shares.

GENERAL

To the best of their knowledge and having made all reasonable enquiries of the Directors, none of the Directors or any of their associates currently intends to sell Shares to the Company or its subsidiaries. The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the proposed Repurchase Mandate in accordance with the Listing Rules and applicable Cayman Islands laws.

No connected persons of the Company, as defined in the Listing Rules, have notified the Company that he has a present intention to sell Shares held by them to the Company, or have undertaken not to do so in the event that the Company is authorised to make repurchases of the Shares.

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NOTICE OF AGM

DONGYUE GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 189)

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting (the "Meeting") of Dongyue Group Limited (the "Company") will be held at Room C, 5/F, United Centre, 95 Queensway, Admiralty, Hong Kong on 10 June 2021 at 10:00 a.m. for the following purposes:

1. To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditors for the year ended 31 December 2020.
2. A. To re-elect Mr. Fu Kwan as an executive director of the Company.
3. 1. To re-elect Mr. Zhang Jian as an executive director of the Company.
   2. To re-elect Mr. Wang Weidong as an executive director of the Company.
   3. To re-elect Mr. Ma Zhizhong as an independent non-executive director of the Company.
4. To authorize the board of directors of the Company to fix the directors' remuneration.
5. To re-appoint Elite Partners CPA Limited as auditors of the Company and to authorize the board of directors of the Company to fix their remuneration.
6. To declare a final dividend for the year ended 31 December 2020.
7. As special business, to consider and if thought fit, pass the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

1. "THAT:
2. 1. subject to sub-paragraph (c) of this resolution, the exercise by the directors of the Company ("Directors") during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares of the Company ("Shares") or securities convertible into Shares, options, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

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NOTICE OF AGM

1. the approval given in sub-paragraph (a) above shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
2. the aggregate nominal amount of the share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) pursuant to the approval given in sub-paragraph (a) of this resolution, otherwise than pursuant to:
3. 1. a Rights Issue (as hereinafter defined);
   2. the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into Shares;
   3. the exercise of the subscription rights under any option scheme or similar arrangement for the time being adopted for the grant or issue to eligible persons of Shares or rights to acquire shares of the Company; or
   4. any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company,

shall not exceed 20 percent of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

1. for the purpose of this resolution:
   "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:
2. 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 by the articles of association of the Company or any applicable laws to be held; and
   3. the date on which the authority set out in this resolution is revoked or varied by way of ordinary resolution in general meeting of the Company.

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NOTICE OF AGM

"Rights Issue" means the allotment, issue or grant of Shares pursuant to an offer of Shares open for a period fixed by the Directors to holders of Shares whose names stand on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusion 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 requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company)."

1. "THAT:
2. 1. subject to sub-paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its own Shares on The Stock Exchange of Hong Kong Limited ("Stock Exchange") or any other stock exchange on which the securities of the Company may be listed and recognized for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under the Code on Takeovers and Mergers and Share Repurchases, subject to and in accordance with all applicable laws and regulations, be and is hereby generally and unconditionally approved;
   2. the aggregate nominal amount of Shares which may be repurchased by the Company pursuant to sub-paragraph (a) of this resolution during the Relevant Period shall not exceed 10 percent of the issued share capital of the Company at the date of the passing of this resolution and the approval granted under paragraph (a) of this resolution should be limited accordingly; and
   3. for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
   4. 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 by the articles of association of the Company or any applicable laws to be held; and
      3. the date on which the authority set out in this resolution is revoked or varied by way of ordinary resolution in general meeting of the Company."

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NOTICE OF AGM

1. "THAT, conditional upon the passing of the resolutions 6A and 6B in the notice convening the Meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue or otherwise deal with additional securities of the Company pursuant to resolution 6A as set out in the notice convening the Meeting be and is hereby extended by the addition thereto an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to resolution 6B as set out in the notice convening the Meeting provided that such amount shall not exceed 10 percent of the aggregate nominal amount of the issued share capital of the Company at the date of the passing of this resolution."

On behalf of the Board

Zhang Jianhong

Chairman

The PRC, 16 April 2021

Notes:

1. Any member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on the poll, vote in his stead. A proxy need not be a member of the Company.
2. To be valid, a form of proxy, together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy of that power attorney or authority must be delivered to the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting.
3. The register of members will be closed from Monday, 7 June 2021 to Thursday, 10 June 2021 (both days inclusive) during which period no transfer of shares will be effected. In order to qualify for attending and voting at the Meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Friday, 4 June 2021.
4. Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, either personal or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for the purpose seniority shall be determined by the order in which name stand in the register of members in respect of the joint holdings.
5. Please refer to Appendix I of the circular of the Company dated 16 April 2021 for the details of the Directors subject to re-election at the Meeting.
6. An explanatory statement regarding the general mandate of the repurchase of Shares sought in the above Resolution 6B is set out in Appendix II of the circular of the Company dated 16 April 2021.

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NOTICE OF AGM

1. Due to the recent development of the pandemic COVID-19, the Company will implement the following precautionary measures at the principal place of meeting of the AGM against the pandemic to protect the Shareholders from the risk of infection:
2. 1. compulsory body temperature check will be conducted for every Shareholder or proxy at the entrance of the venue. Any person with a body temperature of over 37.0 degrees Celsius will not be admitted to the venue;
   2. every Shareholder or proxy is required to (a) fill in health declaration form with information including travelling record and health condition; and (b) wear surgical facial mask throughout the meeting. Any person who refuses to follow the aforesaid will not be admitted to the venue;
   3. every Shareholder or proxy who has travelled from jurisdictions, which according to the Department of Health of Hong Kong would render such person subject to a quarantine order, within 14 days of the date of AGM will not be admitted to the venue;
   4. no refreshments and souvenirs will be served; and
   5. the management will be available either in person or through video conference facilities to host the AGM and answer questions from Shareholders.

Furthermore, the Company wishes to strongly advise the Shareholders, particularly Shareholders who are unwell, subject to quarantine in relation to COVID-19 or unable to travel to attend the AGM, that they may appoint any person or the chairman of the AGM as a proxy to vote on the resolutions to be proposed at the AGM, instead of attending the AGM in person. The Company also encourages Shareholders to browse the Company's website and regulatory news services for any updates in relation to the AGM that may need to be provided.

1. As at the date of the notice, the executive directors are Mr. Zhang Jianhong, Mr. Fu Kwan, Mr. Wang Weidong, Mr. Zhang Bishu, Mr. Zhang Zhefeng and Mr. Zhang Jian; independent non-executive directors are Mr. Ting Leung Huel, Stephen, Mr. Ma Zhizhong and Mr. Yang Xiaoyong.

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