Concord New Energy Group Ltd. — Proxy Solicitation & Information Statement 2006

Nov 22, 2006

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

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

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

==> picture [40 x 45] intentionally omitted <==

HANTEC INVESTMENT HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 111)

PROPOSED CHANGE OF AUDITORS

A notice convening the special general meeting of Hantec Investment Holdings Limited to be held at 45th Floor, COSCO Tower, 183 Queen’s Road Central, Hong Kong on Wednesday, 13 December 2006 at 11: 00 a.m. (or any adjournment thereof) is set out on pages 5 to 6 of this circular. Whether or not you intend to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time for holding the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the special general meeting or any adjourned meeting should you so wish.

• For identification purposes only

Hong Kong, 22 November 2006

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Change of Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Procedures for demanding a poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Notice of Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5

— i —

DEFINITIONS

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

‘‘Board’’	board of Directors (or a duly authorised committee thereof)
‘‘Bye-laws’’	bye-laws of the Company
‘‘Change of Auditors’’	the resignation of PwC as auditors of the Group and the proposed
	appointment of KPMG as auditors of the Group following the resignation
	of PwC upon the approval of the Shareholders by an ordinary resolution at
	the SGM and to hold office until the conclusion of the next annual general
	meeting of the Company
‘‘Company’’	Hantec Investment Holdings Limited, a company incorporated in Bermuda
	with limited liability, the securities of which are listed on the main board of
	the Stock Exchange
‘‘Directors’’	directors of the Company
‘‘Group’’	the Company and its subsidiaries
‘‘Hong Kong’’	Hong Kong Special Administrative Region of the People’s Republic of
	China
‘‘KPMG’’	Messrs. KPMG, Certified Public Accountants
‘‘Listing Rules’’	Rules Governing the Listing of Securities on the Stock Exchange
‘‘PwC’’	Messrs. PricewaterhouseCoopers, Certified Public Accountants
‘‘SGM’’ or ‘‘Special	special general meeting of the Company to be held at 45th Floor, COSCO
General Meeting’’	Tower, 183 Queen’s Road Central, Hong Kong on Wednesday, 13 December
	2006 at 11: 00 a.m. (or any adjournment thereof), notice of which is set out
	on pages 5 to 6 of this circular
‘‘Shareholders’’	holders of Shares
‘‘Shares’’	ordinary shares of HK$0.10 each in the capital of the Company
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited

— 1 —

LETTER FROM THE BOARD

==> picture [40 x 45] intentionally omitted <==

HANTEC INVESTMENT HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 111)

Executive Directors: Mr. Tang Yu Lap (Chairman) Mr. Chung Shui Ming, Timpson (Deputy Chairman & Managing Director) Mr. Lam Ngok Fung Ms. Ng Chiu Mui Mr. Law Kai Yee

Non-executive Director:

Mr. Fong Wo, Felix

Registered office: Clarendon House 2 Church Street Hamilton, HM11 Bermuda

Head office and principal place of business in Hong Kong: 45th Floor, COSCO Tower 183 Queen’s Road Central Hong Kong

Independent Non-executive Directors:

Mr. Yu Man Woon Mr. Cheng Wing Chi Professor Nyaw Mee Kau Mr. Yu Hon To, David

22 November 2006

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF AUDITORS

INTRODUCTION

On 13 November 2006, the Board announced the proposed Change of Auditors. The purpose of this circular is to provide you with (i) further information on the proposed Change of Auditors; and (ii) the notice of SGM to be convened and held for the purpose of considering and, if thought fit, approving the necessary resolution in relation to the proposed Change of Auditors.

CHANGE OF AUDITORS

The Board announced that PwC has resigned as the auditors of the Group with effect from 13 November 2006 due to the fact that the Company and PwC could not reach an agreement on the auditors’ remuneration for the financial year ended 31 December 2006. Following the resignation of PwC, KPMG will be appointed as the auditors of the Group to fill the casual vacancy arising from PwC’s resignation upon the Shareholders’ approval by an ordinary resolution at the SGM and to hold office until the conclusion of the next annual general meeting.

• For identification purposes only

— 2 —

LETTER FROM THE BOARD

The Board confirmed that there are no circumstances in respect of PwC’s resignation which they considered should be brought to the notice of the shareholders or creditors of the Group.

The Company is incorporated under the laws of Bermuda and it has been advised that there is no requirement under the laws of Bermuda for the resigning auditors to provide a clearance letter to the Company confirming whether or not there are any circumstances connected with their resignation which they consider should be brought to the attention of the Shareholders. PwC has not issued such confirmation.

PwC have not yet commenced any audit work on the Group’s accounts for the financial year ended 31 December 2006 and such audit work would be undertaken by KPMG upon its appointment. The Board does not consider that the proposed Change of Auditors will affect the release of the Company’s annual results for the year ended 31 December 2006.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the proposed Change of Auditors of the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

SGM

Set out on pages 5 to 6 of this circular is a notice convening the SGM to consider and if thought fit, to approve the ordinary resolution relating to the proposed Change of Auditors. A form of proxy for use at the SGM is enclosed herewith. Whether or not you are able to attend and vote at such meeting, you are requested to complete the enclosed form of proxy and return it to the head office and principal place of business in Hong Kong of the Company at 45th Floor, COSCO Tower, 183 Queen’s Road Central, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting should you so wish.

PROCEDURES FOR DEMANDING A POLL

Pursuant to Bye-law 66, at any general meeting, a resolution put to the vote of a meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

• (a) by the chairman of such meeting; or

• (b) by at least three Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or

• (c) by a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy and representing not less than onetenth of the total voting rights of all Shareholders having the right to vote at the meeting; or

— 3 —

LETTER FROM THE BOARD

• (d) by a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right; and

• (e) by a person who is required under the rules of the Designated Stock Exchange (as defined in Bye-laws) to demand a poll.

RECOMMENDATION

The Directors consider that the proposed ordinary resolution for the Change of Auditors is in the best interest of the Company and the Shareholders and accordingly the Directors recommend you to vote in favour of the ordinary resolution to be proposed at the SGM.

Yours faithfully, For and on behalf of the Board Chung Shui Ming, Timpson Deputy Chairman & Managing Director

— 4 —

NOTICE OF SPECIAL GENERAL MEETING

==> picture [40 x 45] intentionally omitted <==

HANTEC INVESTMENT HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 111)

NOTICE IS HEREBY GIVEN that the Special General Meeting of Hantec Investment Holdings Limited (the ‘‘Company’’) will be held at 45th Floor, COSCO Tower, 183 Queen’s Road Central, Hong Kong on Wednesday, 13 December 2006 at 11: 00 a.m. for the following purposes:

ORDINARY RESOLUTION

‘‘THAT the resignation of Messrs. PricewaterhouseCoopers be and is hereby approved and Messrs. KPMG be and is hereby appointed as auditors of the Company and its subsidiaries to fill the casual vacancy created by the resignation of Messrs. PricewaterhouseCoopers and to hold office until the conclusion of the next annual general meeting of the Company and the board of directors of the Company be authorised to fix their remuneration.’’

By order of the Board Hantec Investment Holdings Limited Lau Mun Chung Company Secretary

Hong Kong, 22 November 2006

Head office and principal place of business in Hong Kong: 45th Floor, COSCO Tower 183 Queen’s Road Central Hong Kong

Notes:

1. A form of proxy for use at the Special General Meeting is enclosed herewith.

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

3. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more than one proxies to attend and, in the event of poll, vote in his/her stead. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed.

4. For identification purposes only

— 5 —

NOTICE OF SPECIAL GENERAL MEETING

1. In order to be valid, the form of proxy must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Secretaries Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, not less than 48 hours before the time for holding the meeting or adjourned meeting.

2. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting convened by the above notice or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

— 6 —