CM Energy Tech Co., Ltd. — AGM Information 2020

Dec 14, 2020

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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CMIC Ocean En-Tech Holding Co., Ltd. 華商國際海洋能源科技控股有限公司

(Incorporated in Cayman Islands with limited liability)

(Stock Code: 206)

NOTICE OF EXTRAORDINARY GENERAL MEETING

Words and expressions that are not expressly defined in this notice shall bear the same meaning as those defined in the circular to the shareholders of the Company dated 15 December 2020 (the “ Circular ”), unless the context requires otherwise.

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the Company will be held at the Company’s principal place of business in Hong Kong at Units 2706-2709, 27/F, One Harbourfront, 18 Tak Fung Street, Hunghom, Kowloon, Hong Kong on Thursday, 31 December 2020 at 10:00 a.m. to consider and, if thought fit, to pass with or without amendments the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT :

   • (a) the the Master Agreement, a copy of which has been produced to this meeting marked “A” for the purpose of identification, the terms and conditions thereof, and the Product Sales by the Group to the CM Industry Group contemplated thereunder be and are hereby approved, confirmed and ratified in all respects;

   • (b) the proposed Products Annual Cap for each of the period/year ending 31 December 2020, 2021 and 2022, being the maximum annual sales amount receivable by the Group from the CM Industry Group for the Products Sales under the Master Agreement be and are hereby approved, confirmed and ratified in all respects; and

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• (c) the execution of the Master Agreement by any one Director be and is hereby approved, confirmed and ratified in all respects, and any one Director be and is hereby authorised to do all such acts and things and execute and deliver all such documents, deeds or instruments and take all such steps as such Director in his/her sole opinion and absolute discretion may consider necessary, appropriate or desirable to implement or give effect to the Master Agreement and the Product Sales contemplated thereunder.”

1. “ THAT :

   • (a) the form and substance of the Master Agreement, a copy of which has been produced to this meeting marked “A” for the purpose of identification, the terms and conditions thereof and the Structural Parts Procurement by the Group from the CM Industry Group contemplated thereunder be and are hereby approved, confirmed and ratified in all respects;

   • (b) the proposed Structural Parts Annual Cap for each of the period/year ending 31 December 2020, 2021 and 2022, being the maximum annual purchase amount payable by the Group to the CM Industry Group for the Structural Parts Procurement under the Master Agreement be and are hereby approved, confirmed and ratified in all respects; and

   • (c) the execution of the Master Agreement by any one Director be and is hereby approved, confirmed and ratified in all respects, and any one Director be and is hereby authorised to do all such acts and things and execute and deliver all such documents, deeds or instruments and take all such steps as such Director in his/her sole opinion and absolute discretion may consider necessary, appropriate or desirable to implement or give effect to the Master Agreement and the Structural Parts Procurement contemplated thereunder.”

By order of the Board CMIC Ocean En-Tech Holding Co., Ltd. Lou Dongyang Chairman

Hong Kong, 15 December 2020

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Notes:

1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his proxy to attend and vote in his stead. A member who is the holder of two or more Shares may appoint more than one proxy to attend and vote on his behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company, but must attend the meeting in person to represent you.

2. To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited 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 not less than 48 hours before the time appointed for the holding of the EGM (i.e. at 10:00 a.m. on 29 December 2020) (Hong Kong time) or any adjourned meeting.

3. Completion and delivery of the form of proxy will not preclude a member from attending and voting in person at the EGM if the member so desires and in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. Where there are joint holders of any Share, any one of such persons may vote at any meeting, either in person or by proxy, in respect of such Share as if he was solely entitled thereto; but if more than one of such joint holders be present at any 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 this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

5. The Board has fixed 12:00 noon on Thursday, 24 December 2020 as the record time and date for ascertaining Shareholders’ entitlement to attend and vote at the EGM. In order to be eligible to attend and vote at the forthcoming EGM to be held on Thursday, 31 December 2020, all transfers of Shares accompanied by the relevant Share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investors Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 12:00 noon on Thursday, 24 December 2020.

6. Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, all resolution(s) proposed at the EGM shall be voted by poll.

7. Precautionary measures being taken to prevent and control the spread of the novel coronavirus pneumonia (COVID-19) at the Extraordinary General Meeting, including:

   • (i) mandatory body temperature screening at the entrance of the venue for each attendee. Any person with a body temperature over 37.5°C shall not be permitted to enter the venue;

   • (ii) use of a surgical face mask for each attendee;

   • (iii) no distribution of corporate souvenirs/gifts or refreshments;

   • (iv) appropriate distancing and spacing between seats; and

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• (v) other measures may be required by governmental bodies.

Any attendee who does not comply with the precautionary measures or is subject to quarantine, with any flu-like symptoms, who has had close contact with any person under quarantine, or has travelled overseas within 14 days immediately before the Extraordinary General Meeting shall not be permitted to enter the venue. All shareholders are strongly encouraged to appoint the chairman of the meeting as their meeting proxy to vote on the relevant resolutions(s) at the Extraordinary General Meeting as an alternative to attending the Extraordinary General Meeting in person and contacting the Investor Relations Department of the Company for questions to management.

As of the date of this notice, the Board comprises 3 executive Directors, namely Mr. Cong Yongjian, Mr. Jiang Bing Hua and Mr. Zhang Menggui, Morgan; 4 non-executive Directors, namely Mr. Lou Dongyang, Mr. Wang Jianzhong, Ms. Fu Rui and Mr. Qian Zewei; and 4 independent non-executive Directors, namely Mr. Chan Ngai Sang, Kenny, Mr. Zou Zhendong, Mr. Chen Weidong and Mr. Sun Dongchang.

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