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Concord New Energy Group Ltd. Proxy Solicitation & Information Statement 2021

Nov 30, 2021

35804_rns_2021-11-30_f5983680-6ae5-49be-81fb-89d2d6df62f7.pdf

Proxy Solicitation & Information Statement

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

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(Incorporated in Bermuda with limited liability)

(Stock code: 111)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of Cinda International Holdings Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) will be held at 45th Floor, COSCO Tower, 183 Queen’s Road Central, Hong Kong on 17 December 2021 at 11:00 a.m. for the purpose of considering and, if thought fit, with or without amendment, passing the following resolution:

ORDINARY RESOLUTION

THAT:

  • (i) the master agreement dated 2 November 2021 (a copy of which is tabled at the SGM marked “A” and initialled by the chairman of the meeting for identification purpose) entered into between the Company and China Cinda Asset Management Co., Ltd. (“ CCAM ”) in relation to the provision of certain financial services by the Group to CCAM, its subsidiaries, and/or its associates (the “ 2021 Master Agreement ”), and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

  • (ii) the Proposed Annual Caps for Category I Transactions, Category II Transactions and Category III Transactions (as defined in the circular of the Company dated 1 December 2021) as contemplated under the 2021 Master Agreement be and are hereby approved, ratified and confirmed; and

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  • (iii) the execution of the 2021 Master Agreement by any director of the Company be and is hereby approved, ratified and confirmed and any director of the Company be and is hereby authorised to sign, execute, perfect and deliver all such documents and, where necessary, to affix the common seal of the Company on any such document as and when necessary and do all such acts, matters and things as he may in his absolute discretion consider necessary or desirable for the purpose of or in connection with the implementation of the 2021 Master Agreement and the transactions contemplated thereunder.”

By order of the Board Cinda International Holdings Limited Lau Mun Chung Executive Director

Hong Kong, 1 December 2021

As at the date hereof, the Board comprises:

Executive Directors:

Ms. Zhu Ruimin (Chairman) Mr. Zhang Yi (Chief Executive Officer) Mr. Lau Mun Chung (Deputy Chief Executive Officer)

Non-executive Director: Mr. Chow Kwok Wai

Independent Non-executive Mr. Hung Muk Ming Directors: Mr. Xia Zhidong Mr. Liu Xiaofeng

Website: http://www.cinda.com.hk

Notes:

  1. A form of proxy for use at the SGM is enclosed herewith.

  2. In order to qualify for attending the SGM, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Hong Kong branch share registrar of the Company, Tricor Secretaries Limited, whose share registration public offices are located at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on 13 December 2021.

  3. 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 authorised to sign the same.

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  1. 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 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.

  2. In order to be valid, the form of proxy must be deposited at the Company’s Hong Kong branch share registrar, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 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 (i.e. by 15 December 2021, at 11:00 a.m.) or any adjournment thereof.

  3. 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 adjournment thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR SGM

The health of the Shareholders, staff and stakeholders of the Company is of paramount importance. To prevent and control the spread of the ongoing novel coronavirus (“ COVID-19 ”) pandemic, the Company will implement the following at the SGM as part of the control measures to safeguard the health and safety of the attending Shareholders, staff and stakeholders of the Company:

  • (a) compulsory body temperature checks will be conducted for every attending Shareholder, proxy or other attendee at the entrance of the meeting venue. Any person who has a body temperature of over 37.5 degree Celsius or is subject to the mandatory quarantine order imposed by the Hong Kong Government will be denied entry into or be required to leave the meeting venue, and the Company will request such persons to stay in an isolated place for completing the voting procedures;

  • (b) each attendee must wear a surgical face mask throughout the SGM and inside the meeting venue;

  • (c) the Company will maintain a safe distance between seats;

  • (d) no refreshments and beverages will be served;

  • (e) no distribution of coupons for subsequent consumption; and

  • (f) attendees will be accommodated in separate partitioned rooms or areas of not more than 20 persons (or such number as may be allowed under the Prevention and Control of Disease (Prohibition or Group Gathering) Regulation (Chapter 599G of the Laws of Hong Kong)) each.

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In addition, the Company would like to remind all attending Shareholders that physical attendance in person at the SGM is not necessary for the purpose of exercising voting rights. The Company strongly encourages the Shareholders to consider appointing the chairman of the SGM as their proxy to vote as instructed by the Shareholders on the relevant resolution at the SGM, instead of attending the SGM in person.

In the event of any regulation imposed by the Hong Kong Government due to COVID-19 requiring the change of the date or place of the meeting, the Company will publish an announcement on the websites of both the Company (www.cinda. com.hk) and the HKEXnews (www.hkexnews.hk) to notify the Shareholders that the SGM has been adjourned (however, a failure to publish such a notice shall not affect the adjournment of such meeting). The Company will publish a further announcement on its corporate website (www.cinda.com.hk) and the HKEXnews’ website (www. hkexnews.hk) to notify the Shareholders of the date, time and location of the adjourned SGM.

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