China Carbon Neutral Development Group Limited — Proxy Solicitation & Information Statement 2021

Mar 15, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 licensed securities dealer or other registered institution in securities, bank manager, solicitor, professional accountant or other professional advisor.

If you have sold or transferred all you shares in Bisu Technology Group International Limited (the “ Company “), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1372)

PROPOSED CHANGE OF COMPANY NAME

AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting (the “ EGM ”) of the Company to be held at Room 1703-1704, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong on Thursday, 8 April 2021 at 10:00 a.m., is set out on pages EGM-1 to EGM-2 of this circular. A form of proxy for use at the EGM (or any adjournment thereof) is enclosed herewith.

Precautionary and special measures for the EGM: In light of the importance of preventing and controlling the COVID-19, certain measures will be implemented at the EGM, including, without limitation, (i) all attendees being required to (a) undergo body temperature check; (b) complete a health declaration, which may be used for contact tracing, if required; and (c) wear surgical masks prior to admission to the meeting venue; (ii) attendees who are subject to health quarantine prescribed by the Hong Kong Government not being admitted to the meeting venue; (iii) all attendees being required to wear surgical masks throughout the EGM; and (iv) no food, beverage, refreshment, or gift being provided for the EGM.

Whether or not you are able to attend and vote at the EGM (or any adjournment thereof), you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it 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 as soon as possible but in any event not less than 48 hours before the time appointed for holding the EGM (or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting at the EGM (or any adjournment thereof) should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

15 March 2021

CONTENTS

	Pages
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Notice of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

– i –

DEFINITIONS

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

• “Board”

the board of Directors of the Company

“Company” Bisu Technology Group International Limited, a company incorporated in the Cayman Islands with limited liability, the issued Shares are listed on the Main Board of the Stock Exchange (stock code: 1372)

• “Directors” the directors of the Company

• “EGM”

• the extraordinary general meeting of the Company to be convened for approving the Proposed Change of Company Name

• “Group” the Company and its subsidiaries as at the date of this circular

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Name Change Conditions” the conditions for the Proposed Change of Company Name to become effective

• “Proposed Change of Company Name”

• the proposal for the Company to change its English name from “Bisu Technology Group International Limited” to “China Carbon Neutral Development Group Limited”, and to adopt the Chinese name “中國碳中和發展集團有 限公司” as the dual foreign name of the Company in replacement of the current Chinese name “比速科技集團 國際有限公司”

• “Share(s)”

• ordinary share(s) of HK$0.01 each in the share capital of the Company

• “Shareholder(s)”

• holder(s) of the Share(s)

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

– 1 –

LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1372)

Directors: Executive Directors: Dr. Gao Gunter Mr. Chen Xinwei Mr. Artem Matyushok (Chief Executive Officer) Mr. Brett Ashley Wight Mr. Chin Chun Hin

Non-executive Director: Mr. Chen Bingyan (Chairman)

Independent Non-executive Directors: Mr. Ip Mei Shun Mr. Leung Tsz Wing Mr. Yu Wai Chun

Registered Office:

Cricket Square, Hutchins Drive PO Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal place of business in Hong Kong: Room 1001, 10/F. Wing On Centre 111 Connaught Road Central Hong Kong

15 March 2021

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 2 March 2021 in relation to the Proposed Change of Company Name.

The purpose of this circular is to provide you with, among other things, (i) further information on the Proposed Change of Company Name; and (ii) the notice of the EGM at which a special resolution will be proposed to approve the Proposed Change of Company Name.

– 2 –

LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAME

To cope with the needs of new business expansion of the Company, the Board proposes to change the English name of the Company from “Bisu Technology Group International Limited” to “China Carbon Neutral Development Group Limited”, and adopt the Chinese name of “中國碳中和發展集團有限公司” as the dual foreign name of the Company to replace its existing Chinese name of “比速科技集團國際有限公司”.

Conditions for the Proposed Change of Company Name

The Proposed Change of Company Name is subject to the satisfaction of the following Name Change Conditions:

1. the passing of a special resolution by the Shareholders at the EGM approving the Proposed Change of Company Name; and

2. the Registrar of Companies of the Cayman Islands approving the Proposed Change of Company Name.

Subject to the satisfaction of the Name Change Conditions, the Proposed Change of Company Name will take effect from the date of entry of the new English name and the dual foreign name of the Company on the Register of Companies maintained by the Registrar of Companies of the Cayman Islands. The Registrar of Companies of the Cayman Islands will issue a certificate of incorporation on change of name thereafter. The Company will carry out all necessary registration and/or filing procedures with the Registrar of Companies of the Cayman Islands and the Companies Registry in Hong Kong.

In addition, subject to the confirmation of the Stock Exchange, the English and Chinese stock short names of the Company for trading in the Shares on the Stock Exchange will also be changed after the Proposed Change of Company Name becomes effective. Further announcement(s) will be made by the Company in relation to the effective date of the Proposed Change of Company Name and details of the change of English and Chinese stock short names of the Company.

Reasons for the Proposed Change of Company Name

The Board considers that the Proposed Change of Company Name will better reflect the new business plans of the Company and its direction of future business development. The Board believes that the proposed new name of the Company will provide the Company with a new corporate image which will enable the Group to better identify itself and capture potential business opportunities for its future development. Accordingly, the Board is of the view that the Proposed Change of Company Name is in the interests of the Company and the Shareholders as a whole.

– 3 –

LETTER FROM THE BOARD

Effects of the Proposed Change of Company Name

The Proposed Change of Company Name will not affect any rights of the Shareholders. Once the Proposed Change of Company Name becomes effective, any issue of share certificates of the Company thereafter will be in the new name of the Company and the Shares will be traded on the Stock Exchange in the new name of the Company. All existing share certificates of the Company in issue bearing the present name of the Company shall, after the Proposed Change of Company Name having become effective, continue to be evidence of title to such Shares and will continue to be valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for free exchange of the existing share certificates for new share certificates bearing the new name of the Company.

EGM

A notice convening the EGM to be held at Room 1703-1704, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong on Thursday, 8 April 2021 at 10:00 a.m., is set out on pages EGM-1 to EGM-2 of this circular for the purpose of considering and, if thought fit, passing the special resolution approving the Proposed Change of Company Name.

A form of proxy for use at the EGM (or any adjournment thereof) is enclosed with this circular. Whether or not you are able to attend the EGM (or any adjournment thereof), you are requested to complete and return the form of proxy in accordance with the instructions printed thereon 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 as soon as possible and in any event, no later than 48 hours before the time fixed for holding the EGM (or any adjournment thereof). Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM (or any adjournment thereof) should you so desire.

Pursuant to rule 13.39(4) of the Listing Rules, the special resolution to be proposed at the EGM to approve the Proposed Change of Company Name will be voted by way of poll by the Shareholders. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, none of the Shareholders has a material interest in the Proposed Change of Company Name and no Shareholders will be required to abstain from voting on the resolution to be proposed at the EGM.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Wednesday, 31 March 2021 to Thursday, 8 April 2021 (both dates inclusive) for determining the identity of the Shareholders who are entitled to attend and vote at the EGM. No transfer of Shares will be registered during this period. Shareholders whose name appears on the register of members of the Company on Thursday, 8 April 2021 shall be entitled to attend and vote at the EGM. In order to be eligible to attend and vote at the EGM, unregistered holders of the Shares should ensure that all transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 30 March 2021.

– 4 –

LETTER FROM THE BOARD

RECOMMENDATION

The Board believes that the Proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole and therefore recommends the Shareholders to vote in favour of the resolution as set out in the notice of the EGM.

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.

By order of the Board Bisu Technology Group International Limited Gao Gunter

Executive Director

– 5 –

NOTICE OF THE EGM

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1372)

NOTICE OF EXTRAORDINARY GENERAL MEETING

Precautionary and special measures for the EGM: In light of the importance of preventing and controlling the COVID-19, certain measures will be implemented at the EGM, including, without limitation, (i) all attendees being required to (a) undergo body temperature check; (b) complete a health declaration, which may be used for contact tracing, if required; and (c) wear surgical masks prior to admission to the meeting venue; (ii) attendees who are subject to health quarantine prescribed by the Hong Kong Government not being admitted to the meeting venue; (iii) all attendees being required to wear surgical masks throughout the EGM; and (iv) no food, beverage, refreshment, or gift being provided for the EGM.

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Bisu Technology Group International Limited (the “ Company ”) will be held at Room 1703-1704, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong on Thursday, 8 April 2021 at 10:00 a.m. or any adjournment of such meeting for the purposes of considering and, if thought fit, passing the following resolution, with or without modifications, as special resolution of the Company:

SPECIAL RESOLUTION

“ THAT subject to and conditional upon the approval of the Registrar of Companies of the Cayman Islands, the English name of the Company be changed from “Bisu Technology Group International Limited” to “China Carbon Neutral Development Group Limited”, and the Chinese name of “中國碳中和發展集團有限公司” be adopted as the dual foreign name of the Company to replace its existing Chinese name of “比速科技集團國際有限公司” (the “ Proposed Change of Company Name ”) with effect from the date of entry of the new English name and the dual foreign name of the Company on the Register of Companies maintained by the Registrar of Companies of the Cayman Islands, and that any one or more of the directors or the secretary of the Company be and is/are hereby authorised to do all such acts and things and execute all such documents as he/she/they may consider necessary, desirable or expedient for the purpose of or in connection with, the implementation of and giving effect to the Proposed Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company.”

By order of the Board Bisu Technology Group International Limited Gao Gunter Executive Director

Hong Kong, 15 March 2021

– EGM-1 –

NOTICE OF THE EGM

Registered Office: Head office and principal place of Cricket Square, Hutchins business in Hong Kong: Drive PO Box 2681 Room 1001, 10/F. Grand Cayman KY1-1111 Wing On Centre Cayman Islands 111 Connaught Road Central Hong Kong

Notes:

1. Any member entitled to attend and vote at the EGM (or any adjournment thereof) shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him and vote on his behalf at the EGM (or any adjournment thereof). A proxy needs not be a member of the Company but must be present in person to represent the shareholder. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

3. In order to be valid, the proxy form and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power of attorney or authority, must be deposited with the Company’s branch share registrar and transfer office in Hong Kong, 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 forty-eight (48) hours before the time appointed for holding the EGM (or any adjournment thereof) (as the case may be) at which the person named in the instrument proposes to vote.

4. Completion and return of the proxy form do not preclude a member from attending and voting in person at the EGM (or any adjournment thereof) and, in such event, the proxy form shall be deemed to be revoked.

5. Where there are joint holders of any shares of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders are present at the EGM (or any adjournment thereof), the most senior alone will be entitled to vote, whether in person or by proxy. For this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

6. The proposed special resolution at the EGM will be taken by poll (except where the chairman decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited and the Company in accordance with the Listing Rules.

7. The record date for determining qualification for attendance and voting at the EGM shall be Thursday, 8 April 2021. The register of members of the Company will be closed from Wednesday, 31 March 2021 to Thursday, 8 April 2021 (both dates inclusive) for determining the identity of the shareholders who are entitled to attend and vote at the EGM. In order to qualify for attendance and voting at the meeting, all completed transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong no later than 4:30 p.m. on Tuesday, 30 March 2021.

8. If a Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal is in force at or at any time after 7:00 a.m. on the date of the EGM, the EGM will be adjourned. The Company will post an announcement on the website of the Company and the HKEX news website (www.hkexnews.hk) to notify shareholders of the date, time and place of the adjourned meeting. The EGM will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the meeting under bad weather conditions bearing in mind their own situations.

As at the date of this circular, the executive Directors are Dr. Gao Gunter, Mr. Chen Xinwei, Mr. Artem Matyushok, Mr. Brett Ashley Wight and Mr. Chin Chun Hin; the non-executive Director is Mr. Chen Bingyan (chairman); and the independent non-executive Directors are Mr. Ip Mei Shun, Mr. Leung Tsz Wing and Mr. Yu Wai Chun.

– EGM-2 –