Shanghai Dasheng Agriculture Finance Technology : PROPOSED GENERAL MANDATE TO ISSUE SHARES; PROVISION OF GUARANTEE FOR SUBSIDIARIES; PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR; PROPOSED RE-APPOINTMENT OF EXTERNAL AUDITOR; AND NOTICES OF ANNUAL GENERAL MEETING

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DEFINITIONS

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

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LETTER FROM THE BOARD

(a joint stock company incorporated in the People's Republic of China with limited liability)

PROPOSED GENERAL MANDATE TO ISSUE SHARES;

PROVISION OF GUARANTEE FOR SUBSIDIARIES;

PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR;

PROPOSED RE-APPOINTMENT OF EXTERNAL AUDITOR; AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information relating to the notice of the AGM and the details regarding the resolutions to be proposed at the AGM, which includes, among other things:

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LETTER FROM THE BOARD

1. the granting of General Mandate to the Directors to issue shares;
2. the proposed provision of guarantees for subsidiaries;
3. the proposed appointment of an executive Director; and
4. the proposed re-appointment of external auditor.

GENERAL MANDATE TO ISSUE SHARES

At the AGM, a special resolution will be proposed to renew the unconditional general mandate granted to the Directors to allot, issue and deal with additional Shares in the share capital of the Company, whether H Shares or Domestic Shares, and to make or grant offers, agreements and options in respect thereof. The aggregate number of the Shares allotted and issued or agreed conditionally or unconditionally to be allotted or issued (whether pursuant to an option or otherwise) by the Board, shall not exceed 20 percent of each of the H Shares and Domestic Shares in issue, respectively, as at the date of the relevant resolution to be proposed and passed at the AGM.

Any exercise of the power by the Board under the General Mandate shall comply with the relevant requirements under the Listing Rules, the Articles of Association, and the applicable laws and regulations of the PRC, as amended from time to time, and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities are obtained.

The General Mandate granted to the Directors shall be valid from the date of passing of this special resolution until the earliest of: (a) the conclusion of the next annual general meeting of the Company following the passing of this special resolution; (b) the expiration of the 12-month period following the passing of this special resolution; and (c) the date on which the authority set out in this special resolution is revoked or varied by a special resolution of the Shareholders in a general meeting of the Company. The existing general mandate to issue Shares granted to the Directors pursuant to the special resolution passed by the Shareholders at the annual general meeting of the Company dated 30 June 2020 will expire on 18 June 2021.

As at the Latest Practicable Date, there were in issue in aggregate of 6,202,079,812 H Shares and 3,349,000,000 Domestic Shares. Subject to the passing of the special resolution on general mandate to issue Shares and in accordance with terms therein, the Company would be allowed under the General Mandate to issue additional Shares up to a maximum of 1,240,415,962 H Shares and 669,800,000 Domestic Shares, respectively, on the basis that no further H Shares and/or Domestic Shares will be issued or repurchased prior to the AGM.

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LETTER FROM THE BOARD

PROPOSED PROVISION OF GUARANTEE FOR SUBSIDIARIES

At present, the Group is applying to, and negotiating with, various banks and financial institutions legally established in the PRC for provision of consolidated credit facilities and loan facilities to facilitate the Group's daily operations. The Board will continue to assess and monitor the Group's financial needs for its operations, and continue to negotiate the terms of such credit facilities before the Group enters into such credit facilities with such banks and financial institutions. Whilst the actual aggregate amount of such credit facilities for the current financial year is yet to be determined, the Board estimates that such credit facilities will not exceed RMB2,000 million.

In the course of application for, and negotiation with, such banks and financial institutions for the credit facilities, such banks and financial institutions require the Company to: (a) enter into guarantees for its subsidiaries in favour of such banks and financial institutions as security for such credit facilities; and (b) obtain the approval of its Shareholders for such guarantees to be given by the Company.

The Board considers that it is in the best interest of the Company and its Shareholders taken as a whole that the Company enters into such guarantees, so that the Group would be able to obtain credit facilities to finance its operations for the current financial year and the immediate future.

As a result, an ordinary resolution of the Shareholders will be proposed at the AGM for the Shareholders to consider, if thought fit, to approve the granting of the authorisation to the Board to determine and approve the entering into guarantees by the Company in favour of the banks and financial institutions legally established in the PRC as security for credit facilities of its subsidiaries of an aggregate amount not exceeding RMB2,000 million from the date of passing this ordinary resolution until the conclusion of the next annual general meeting, and to authorise the Board to take such action as is necessary to implement the same.

PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR

Reference is made to the announcement of the Company dated 15 January 2021 in relation to the proposed appointment of Mr. Li Wenming (李文明) as an executive Director.

The biographical details of Mr. Li Wenming, the candidate nominated as an executive Director to the sixth session of the Board, are as follows:

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LETTER FROM THE BOARD

Mr. Li Wenming (李文明), aged 40, has been a director, the legal representative and the general manager of Anhui Huaxing Chemical Industry Co., Ltd.* (安徽華星化工有限公司) ("Anhui Huaxing") since October 2019. He served various positions as the head of the comprehensive planning division, deputy chief engineer, deputy vice general manager and executive deputy general manager at Anhui Huaxing between January 2015 and September 2019. Mr. Li is also the executive director of Anhui Zhongcheng Agriculture Technology Co., Ltd.* (安徽中成農業科技有限公司), a subsidiary of the Company. Prior to joining the Group, Mr. Li served several positions at Cefc Anhui International Holding Co., Ltd.* (安徽華信國際控股股份有限公司) (previously known as Anhui Huaxing Chemical Industry Co., Ltd.* (安徽華星化工股份有限公司) between January 2001 and December 2014, including environmental protection officer of the environmental protection division, deputy chief head of the safety and environmental protection division, head of the technical project department, administrative personnel manager, administrative personnel director, member of the party committee, head of the comprehensive planning division and supervisor.

Mr. Li completed his education specialising in agricultural environmental protection from the Anhui Agricultural University (安徽農業大學) in the PRC in July 2005. In 2011, Mr. Li was certified as a senior engineer by the Department of Human Resources and Social Security of Anhui (安徽省人社廳). He was hired as a member of the Ma'anshan City Intellectual Property Rights Protection Expert Database (馬鞍山市知識產權維權援助專家庫) by the Ma'anshan Intellectual Property Office (馬鞍山市知識產權局) in 2012, and hired as a member of the Pesticide Branch of the Chemical Standards Committee (化標委農藥分會委員) by the Pesticide Branch of the Anhui Chemical Standardisation Technical Committee (安徽省化工標準化技術委員會農藥分會) in 2014. He was appointed as the vice president of the Anhui Pesticide Industry Association (安徽農藥 工業協會) in December 2020.

Saved as disclosed in this circular, there is no other information relating to Mr. Li that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor any matters which need to be brought to the attention of the Shareholders.

An ordinary resolution of the Shareholders will be proposed at the AGM for the Shareholders to consider, if thought fit, to approve the proposed appointment of Mr. Li Wenming. Upon the proposed appointment of Mr. Li Wenming being approved by the Shareholders at the AGM, he will enter into a service contract with the Company for a term commencing from the date of being elected at the AGM until the end of the sixth session of the Board in 2022 and shall then be eligible for re-election pursuant to the Articles of Association. Following his appointment as an executive director, Mr. Li will not receive additional remuneration as an executive director but will continue to receive monthly remuneration for his offices and services within the Group. Mr. Li's remuneration shall consist of two components, being basic salary of RMB50,000 per month, and allowances and discretionary bonus to be determined at the end of each year with reference to his duties and responsibilities, the Group's business performance and the prevailing market conditions and trends. The exact amount of his total remuneration will be disclosed in the Company's annual reports published during his tenure.

* For identification purpose only

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LETTER FROM THE BOARD

PROPOSED RE-APPOINTMENT OF EXTERNAL AUDITOR

In accordance with Rule 13.88 of the Listing Rules, an ordinary resolution will be proposed at the AGM to re-appoint Asian Alliance (HK) CPA Limited as the external auditor of the Company to hold office from the conclusion of the AGM until the conclusion of the next annual general meeting and to authorise the Board to fix its remuneration for the year ending 31 December 2021.

THE AGM

Notices convening the AGM to be held at 20F, Building G, Gateway International Plaza, No. 327 Tian Yao Qiao Road, Xuhui District, Shanghai, PRC on Friday, 18 June 2021 at 10:00 a.m., is set out on pages 9 to 12 to this circular and the proxy form is also enclosed hereto. Whether or not you are able to attend the AGM, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and return it to the Company's office at 20F, Building G, Gateway International Plaza, No. 327 Tian Yao Qiao Road, Xuhui District, Shanghai, PRC (for Domestic Shareholders) or to the H share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for H Shareholders), as soon as possible but in any event not less than 24 hours before the time appointed for the holding of the AGM, or any adjournment thereof (i.e. by 10:00 a.m. on Thursday, 17 June 2021). Completion and return of the proxy form shall not preclude you from attending and voting in person at the meetings or any adjournment thereof should you so wish. No Shareholders is required to abstain from voting in connection with the matters to be resolved at the AGM.

In accordance with Rule 13.39(4) of the Listing Rules, all votes of the Shareholders to be taken at a general meeting shall be taken by poll. On a poll every Shareholder present in person or by proxy or (being a corporation) by its duly authorised representative shall have one vote for each Share registered in his/her name in the register of Shareholders.

An announcement of the poll results of the AGM will be published on the websites of the Stock Exchange and of the Company after the AGM.

Closure of register of members for the AGM

For the purpose of determining shareholders' entitlements to attend and vote at the AGM (or any adjournment thereof), the registration in the registers of members of the Company will be closed from Tuesday, 15 June 2021 to Friday, 18 June 2021, both days inclusive. During such period, no transfer of Shares will be effected. Shareholders whose names appear on the registers of members of the Company on Friday, 18 June 2021 will be entitled to attend and vote at the AGM.

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LETTER FROM THE BOARD

In order to establish the right to attend and vote at the AGM, all transfer documents accompanied by the relevant H share certificates must be lodged with the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Friday, 11 June 2021.

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 Board considers that the proposals contained in the resolutions set out in the notices of the AGM are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of all the resolutions as set out in the notices of the AGM.

By Order of the Board

Shanghai Dasheng Agriculture Finance Technology Co., Ltd.

Lan Huasheng

Chairman

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NOTICE OF ANNUAL GENERAL MEETING

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock code: 1103)

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "AGM") of Shanghai Dasheng Agriculture Finance Technology Co., Ltd. (the "Company") will be held at 20F, Building G, Gateway International Plaza, No. 327 Tian Yao Qiao Road, Xuhui District, Shanghai, the People's Republic of China (the "PRC") on Friday, 18 June 2021 at 10:00 a.m., or any adjournment thereof, for the purposes of considering, and if thought fit, with or without modifications, passing the following resolutions:-

AS ORDINARY RESOLUTIONS:-

"THAT:-

1. the audited financial statements and report of the auditors of the Company and its subsidiaries for the year ended 31 December 2020 be and are hereby approved;
2. the report of the board of directors of the Company (the "Board") for the year ended 31 December 2020 be and is hereby approved;
3. the report of the supervisory committee of the Company (the "Supervisory Committee") for the year ended 31 December 2020 be and is hereby approved;
4. the Board be authorised to fix the remuneration of the directors (the "Directors") and supervisors of the Company for the year ending 31 December 2021 be and are hereby approved;
5. the Board be authorised to determine and approve the entering into of guarantees by the Company for its subsidiaries of an aggregate amount not exceeding RMB2,000 million from the date of passing this ordinary resolution until the conclusion of the next annual general meeting of the Company;
6. the appointment of Mr. Li Wenming (李文明) as an executive Director of the sixth session of the Board be and is hereby approved and the Board be authorised to fix the remuneration; and

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NOTICE OF ANNUAL GENERAL MEETING

7. the re-appointment of Asian Alliance (HK) CPA Limited as the external auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting of the Company be and is hereby approved and the authorisation of the Board to fix its remuneration be and is hereby approved.

AS SPECIAL RESOLUTION:-

"THAT:-

8. (a) the Board be and is hereby granted an unconditional general mandate to allot, issue and deal with the additional shares of the Company (the "Shares") in the share capital of the Company, whether H Shares or Domestic Shares, and to make or grant offers, agreements and options in respect thereof, subject to the following terms:-

1. 1. such mandate shall not extend beyond the Relevant Period save that the Board may during the Relevant Period make or grant offers, agreements or options which might require the exercise of such powers after the end of the Relevant Period;
   2. as at the date of the resolution to be made herein, the aggregate number of the Shares allotted and issued or agreed conditionally or unconditionally to be allotted or issued (whether pursuant to an option or otherwise) by the Board, shall not exceed 20 percent of each of the H Shares and Domestic Shares in issue, respectively, as at the date of passing this resolution; and
   3. the Board will only exercise its power under such mandate in accordance with the relevant requirements under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the articles of association of the Company, and the applicable laws and regulations of the PRC, as amended from time to time, and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities are obtained.
2. for the purpose of this resolution:
   "Domestic Share(s)" means ordinary domestic shares in the share capital of the Company which are subscribed and/or paid for in Renminbi;
   "H Share(s)" means overseas listed foreign invested shares (being ordinary shares) in the share capital of the Company which are subscribed and/or paid for in Hong Kong dollars or foreign currency other than Renminbi;

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NOTICE OF ANNUAL GENERAL MEETING

"Relevant Period" means the period from the passing of this resolution until the earliest of:

1. 1. the conclusion of the next annual general meeting of the Company following the passing of this resolution;
   2. the expiration of the 12-month period following the passing of this resolution; and
   3. the date on which the authority set out in this resolution is revoked or varied by a special resolution of the shareholders of the Company in a general meeting.
2. contingent upon the Directors resolving to allot and issue the H Shares and Domestic Shares pursuant to subparagraph (a) of this resolution, the Board be and is hereby authorised to approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the issue of such new Shares including but not limited to determining the time and place of issue, making all necessary applications to the relevant authorities and entering into an underwriting agreement (or any other agreement), to determine the use of proceeds and to make all necessary filings and registrations with the relevant PRC, Hong Kong and/or other authorities, and to amend the articles of association of the Company as it thinks fit so as to reflect the increase in the registered capital and the new share capital structure of the Company after the issue and allotment of the H Shares and Domestic Shares pursuant to subparagraph (a) of this resolution; and

9. any other resolution to be raised in writing by shareholders of the Company holding 5 percent or more of the voting rights at general meetings of the Company."

By Order of the Board

Shanghai Dasheng Agriculture Finance Technology Co., Ltd.

Lan Huasheng

Chairman

Shanghai, the PRC, 4 May 2021

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NOTICE OF ANNUAL GENERAL MEETING

Note:

1. A member of the Company ("Member") entitled to attend and vote at the AGM is entitled to appoint a proxy or proxies to attend and vote in his stead. A proxy need not be a Member. A proxy form for use at the AGM is enclosed herewith. In the case of joint holders of any Share, only the person whose name appears first in the register of members shall be entitled to receive this notice, to attend and exercise all the voting powers attached to such Share at the AGM, and this notice shall be deemed to be given to all joint holders of such Share.
2. To be valid, the proxy form together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited with the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road
   East, Wanchai, Hong Kong, and in case of holders of Domestic Shares, with the Company's office at 20F, Building
   G, Gateway International Plaza, No. 327 Tian Yao Qiao Road, Xuhui District, Shanghai, PRC, not later than 24 hours before the time appointed for holding the AGM or any adjournment thereof (i.e. by 10:00 a.m. on Thursday, 17 June 2021). Delivery of the proxy form shall not preclude a Member from attending and voting in person at the AGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
3. The registration in the register of Members will be closed from Tuesday, 15 June 2021 to Friday, 18 June 2021, both days inclusive, during which period no transfer of shares of the Company will be effected. For the identification of Members who are qualified to attend and vote at the AGM, all transfer documents accompanied by the relevant
   H share certificates must be lodged with the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at Shop 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Friday, 11 June 2021. Shareholders whose names appear on the register of Members on Friday, 18 June 2021 will be entitled to attend the AGM.
4. Shareholders or their proxies attending the AGM shall produce their identification documents.

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