CNNC International Limited — Proxy Solicitation & Information Statement 2022

May 30, 2022

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

CNNC INTERNATIONAL LIMITED 中核國際有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2302)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘EGM’’) of CNNC International Limited (the ‘‘Company’’) will be held at SOHO 1, 6/F, Ibis Hong Kong Central & Sheung Wan, No. 28 Des Voeux Road West, Sheung Wan, Hong Kong on Thursday, 23rd June, 2022 at 3: 30 p.m., or any adjournment thereof, for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions.

ORDINARY RESOLUTION

To consider and, if thought fit, pass with or without modifications, the following resolution as an ordinary resolution of the Company:

1. ‘‘THAT:

   • (a) the framework agreement dated 23rd February, 2022 and entered into by the Company and China National Uranium Corporation, Limited (中國鈾業有限公 司) as amended and supplemented by the supplemental agreement dated 26th May, 2022 and entered into between the Company and CNUC (collectively, the ‘‘Framework Agreement’’), a copy of which are tabled at the EGM and marked ‘‘A’’ and initialed by the chairman of the EGM for identification purpose, and

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the transactions contemplated thereunder (including the Proposed Annual Caps (as defined in the Circular)) be and is hereby approved, confirmed and ratified; and

• (b) any one of the Directors be and is hereby authorised to do such acts and things, to sign and execute all such further documents (under seal, where appropriate) and to take such steps as he/she may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Framework Agreement or any transactions contemplated thereunder and all other matters incidental thereto or in connection therewith, and to agree to and make such variations, amendments or waivers of any of the matters relating thereto or in connection therewith.’’

SPECIAL RESOLUTION

To consider and, if thought fit, pass with or without modifications, the following resolution as a special resolution of the Company:

1. ‘‘THAT:

   • (a) the proposed amendments to the existing amended and restated memorandum and articles of association of the Company (the ‘‘Proposed Amendments’’), the details of which are set out in Appendix I to the circular of the Company dated 31st May 2022, be and are hereby approved;

   • (b) the second amended and restated memorandum and articles of association of the Company (incorporating the Proposed Amendments) (the ‘‘Amended and Restated Memorandum and Articles of Association’’), a copy of which has been produced to this meeting and marked ‘‘B’’ and initialled by the chairman of the meeting for the purpose of identification, be and is hereby approved and adopted as the memorandum and articles of association of the Company respectively in substitution for, and to the exclusion of, the existing amended and restated memorandum and articles of association of the Company (including any subsequent amendment thereof) with immediate effect; and

   • (c) any Director or company secretary of the Company be and is hereby authorised to do all such acts and things and execute all such documents, deeds and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect to the Proposed Amendments and the

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adoption of the Amended and Restated Memorandum and Articles of Association, including without limitation, attending to the necessary filings with the Registrar of Companies in the Cayman Islands and Hong Kong.’’

By order of the Board CNNC International Limited 中核國際有限公司 Li Philip Sau Yan Company Secretary

Hong Kong, 31st May, 2022

Notes:

1. Any member entitled to attend and vote at the meeting of the Company is entitled to appoint another person as his proxy to attend and vote instead of him. A member may appoint a proxy in respect of part only of his holding of shares in the Company. A proxy need not be a member of the Company.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorized to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.

3. The instrument appointing a proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to Unit 3009, 30th Floor, No. 118 Connaught Road West, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of the meeting or adjourned meeting, not less than forty-eight (48) hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid.

4. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

5. Where there are joint holders of any share any one of such joint holder may vote, either in person 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 this purpose seniority shall 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 register of members of the Company will be closed from Saturday, 18th June, 2022 to Thursday, 23rd June, 2022 (both dates inclusive) during which period no transfer of shares will be registered. In order to qualify for attending and voting at the extraordinary general meeting to be held on Thursday, 23rd June, 2022, all share transfer documents accompanied by the relevant share

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certificates must be lodged with the Company’s Hong Kong Branch Share Registrar and Transfer Office, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4: 30 p.m. on Friday, 17th June, 2022.

1. A form of proxy for the use at the EGM is enclosed herewith. Whether or not you intend to attend the EGM in person, all members are urged to complete and return the form of proxy in accordance with the instructions printed thereon. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the EGM or any adjourned meeting if they so wish, and in such event, the instrument appointing the proxy shall be deemed to be revoked.

2. Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in this notice will be decided by poll at the EGM.

3. If Typhoon Signal No.8 or above is hoisted, or a ‘‘black’’ rainstorm warning is in force at or any time after 1: 30 p.m. on the date of the EGM, the EGM will be postponed or adjourned. Members may visit the website of the Company for details of the postponement and alternative meeting arrangement.

4. Due to the recent development of the COVID-19 pandemic, the following measures will also be implemented at the EGM:

• (a) compulsory body temperature screening/checks will be conducted on every attendee at the main entrance of the EGM venue. Any person with a body temperature of over 37.3 degrees Celsius will not be admitted to the EGM venue;

• (b) seating at the EGM venue will be arranged so as to allow for appropriate social distancing;

• (c) every attendee is required to wear a face mask at any time within the EGM venue;

• (d) no gifts, food or beverages will be provided at the EGM; and

• (e) any other additional precautionary measures in accordance with the prevailing requirements or guidelines of the Government and/or regulatory authorities, or as considered appropriate in light of the development of the COVID-19 pandemic.

Any attendee, who (a) refuses to comply with the precautionary measures; (b) is subject to the Government’s quarantine requirements or has close contact with any person under quarantine; (c) is subject to the Government’s prescribed testing requirement or direction and has not tested negative; or (d) feels unwell or has any symptoms of COVID-19, will be denied entry into or be required to leave the EGM venue at the absolute discretion of the Company as permitted by law.

Shareholders are requested (a) to consider carefully the risk of attending the EGM, which will be held in an enclosed environment; (b) to follow any prevailing requirements or guidelines of the Government relating to COVID-19 in deciding whether or not to attend the EGM; and (c) not to attend the EGM if they have contracted or are suspected to have contracted COVID-19 or have been in close contact with anybody who has contracted or is suspected to have contracted COVID-19.

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It is possible that Shareholders and/or their representatives may not be able to attend in person at the EGM venue depending on prevailing Government regulations. Subject to the development of the COVID-19 pandemic and the requirements or guidelines of the Government and/or regulatory authorities, the Company may announce further updates on the EGM arrangement on the websites of the Company (www.cnncintl.com) and the Stock Exchange (www.hkexnews.hk) as and when appropriate.

1. The Chinese translation of this notice is for reference only, and in case of any inconsistency, the English Version shall prevail.

2. As at the date hereof, the Board of Directors comprises chairman and non-executive director, namely, Mr. Zhong Jie, chief executive officer and executive director, namely, Mr. Zhang Yi, one non-executive director, namely, Mr. Wu Ge and three independent non-executive directors, namely, Mr. Cui Liguo, Mr. Zhang Lei and Mr. Chan Yee Hoi.

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