Dufu Liquor Group Limited — Proxy Solicitation & Information Statement 2012

Dec 31, 2012

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

If you have sold or transferred all your shares in China Environmental Energy Investment Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker, licensed securities dealer, 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.

China Environmental Energy Investment Limited

(Incorporated in Bermuda with limited liability) (Stock Code: 986)

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES AND RE-ELECTION OF DIRECTOR AND NOTICE OF SPECIAL GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

A notice convening a special general meeting of China Environmental Energy Investment Limited to be held at 3/F Victoria Room 2, Regal Hong Kong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Monday, 21 January 2013 at 9:30 a.m. is set out on pages 25 to 27 of this circular. A form of proxy for use at the special general meeting is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.986.com.hk).

Whether or not you are able to attend the special general meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Branch Share Registrar of the Company in Hong Kong, Tricor Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the special general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting if they so wish.

2 January 2013

• For identification purposes only

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE INDEPENDENT BOARD COMMITTEE. . . . . . . . . . . . . . . . . . .	16
LETTER FROM GUANGDONG SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
NOTICE OF SPECIAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, capitalized terms used shall have the following meanings:

“AGM” the annual general meeting of the Company held on 26 September 2012; “associate(s)” shall have the meaning ascribed to it under the Listing Rules; “Board” the board of Directors; “Bye-laws” the bye-laws of the Company; “Company” China Environmental Energy Investment Limited, a company incorporated in Bermuda with limited liability, and the shares of which are listed on the main board of the Stock Exchange; “Director(s)” director(s) of the Company; “Existing Issuance Mandate” the general mandate to allot, issue and deal with up to 8,146,941 new Shares granted by the Shareholders to the Directors at the AGM, representing 20% of the aggregate nominal amount of the issued share capital of the Company as the date of the AGM;

“Group”

the Company and its subsidiaries;

• “Guangdong Securities” or “Independent Financial Adviser”

Guangdong Securities Limited, a licensed corporation for carrying out type 1 (dealing in securities), type 2 (dealing in futures contracts), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (assets management) regulated activities under the SFO, being the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the grant of the New Issuance Mandate;

– 1 –

DEFINITIONS

“Hong Kong”	the Hong Kong Special Administrative Region of PRC;
“Independent Board Committee”	an independent board committee of the Board comprising
	all the three independent non-executive Directors, namely
	Mr. Chan Ying Kay, Mr. Tse Kwong Chan and Ms. Zhou
	Jue, formed for the purpose of advising the Independent
	Shareholders in respect of the refreshment of Existing
	Issuance Mandate;
“Independent Shareholder(s)”	any Shareholder(s) other than the controlling Shareholders
	and their respective associates or, if there is no controlling
	Shareholder, the Directors (excluding independent non-
	executive Directors) and the chief executive of the
	Company and their respective associates;
“Latest Practicable Date”	27 December 2012, the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	referred to in this circular;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;
“New Issuance Mandate”	the new general mandate proposed to be sought at the SGM
	to authorize the Directors to allot, issue and deal with
	Shares not exceeding 20% of the aggregate nominal amount
	of the issued share capital of the Company as the date of
	passing the resolution approving such mandate;
“PRC”	the People’s Republic of China;
“SFO”	Securities and Futures Ordinance, Chapter 571 of the Laws
	of Hong Kong;
“SGM”	the special general meeting of the Company to be held for
	the purpose of considering and, if thought fit, approving the
	New Issuance Mandate and the re-election of the Director;

– 2 –

DEFINITIONS

“Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company; “Shareholder(s)” holder(s) of the Shares; “Stock Exchange” The Stock Exchange of Hong Kong Limited; “HK$” Hong Kong dollars, the lawful currency of Hong Kong; and “%” per cent.

In the event of any inconsistency, the English text of this circular shall prevail over the Chinese text.

– 3 –

LETTER FROM THE BOARD

China Environmental Energy Investment Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 986)

Executive Directors: Ms. Chen Tong (Chairman and Chief Executive Officer) Ms. Chan Ching Ho, Kitty Mr. Xiang Liang Ms. Li Lin Non-executive Directors: Ms. Yao Zhengwei Mr. Wang Zhenghua Independent non-executive Directors: Mr. Chan Ying Kay Mr. Tse Kwong Chan Ms. Zhou Jue

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business: Room 2211, 22/F. Lippo Centre, Tower Two 89 Queensway Hong Kong

2 January 2013

To the Shareholders

Dear Sir or Madam,

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES AND RE-ELECTION OF DIRECTOR AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

The purpose of this circular to provide you with further information relating to (i) the grant of the New Issuance Mandate; (ii) the recommendation of the Independent Board Committee to the Independent Shareholders on the grant of the New Issuance Mandate; (iii) a letter of advice from Guangdong Securities setting out among other things, its recommendation to the Independent Board Committee and the Independent Shareholders on the grant of the New Issuance Mandate; (iv) particulars of the Director to be re-elected; and (v) a notice of SGM to be convened and held for the purpose of considering and, if thought fit, approving the grant of the New Issuance Mandate and the re-election of Director.

• For identification purposes only

– 4 –

LETTER FROM THE BOARD

BUSINESS REVIEW OF THE PRINCIPAL ACTIVITIES OF THE GROUP

The principal activity of the Company is investment holding. The principal activities of its principal subsidiaries are trading of laminates, manufacturing and trading of printed circuit boards, waste paper, scrap metal and consumable wastes recycling.

Trading and manufacturing of printed circuit boards

For the six months ended 30 September 2012, the printed circuit boards division recorded a turnover of HK$22,919,000, which accounted for approximately 25.4% of the Group’s total turnover and represented a decrease of 10% as compared with the corresponding period of the previous year. The decrease in turnover was attributable to lower market demand arising from the European debt crisis, in the printed circuit boards market. The printed circuit boards business has recorded an unfavorable performance during the last few years. The Directors have considered disposing the printed circuit boards business in the event that no improvement is seen in the coming future.

However, as at the Latest Practicable Date, the Company has not entered into any agreement, arrangement, understanding or negotiation to dispose or discontinue the printed circuit boards business or any other business of the Group.

Trading of industrial laminates

For the six months ended 30 September 2012, the industrial laminate business achieved a turnover of HK$156,000, representing approximately less than 1% of the Group’s total turnover. The industrial laminate operation in Suzhou, Mainland China remained idle as at the Latest Practicable Date.

Investment in the electric car battery business

The Company has acquired 9.9% of the issued share capital of Swift Profit International Limited. Swift Profit International Limited has been granted an exclusive license to apply the patent and the related technology of manufacturing electric car batteries.

– 5 –

LETTER FROM THE BOARD

Waste paper recycling business

On 9 May 2011, the Company entered into a sale and purchase agreement, pursuant to which the Company, as the purchaser, conditionally agreed to acquire the sale shares and the sale loans at consideration of HK$850 million. The sale shares represent 80% of the issued share capital of Ideal Market Holdings Limited (“Ideal Market”). Ideal Market indirectly holds Suzhou Baina Renewable Resources Co., Ltd. which is principally engaged in the recycling business of waste paper, scrap metal and consumable waste. The aforesaid acquisition was completed on 4 November 2011.

During the period from 1 April 2012 to 30 September 2012, the recycling business recorded a turnover of RMB54,597,000 which accounted for approximately 74.4% of the Group’s total turnover. Gross profit was RMB10,018,000 (equivalent to HK$12,322,000) and gross margin came to 18.35%. Operating profit before tax was RMB974,000 (equivalent to HK$1,197,000). This became the main source of income of the Group.

The financial results of Ideal Market which had been consolidated into the annual results of the Company for the year ended 31 March 2012 were for the period from 4 November 2011 to 31 March 2012. The announcement for the said annual results was published on 10 August 2012. As at the Latest Practicable Date, the Company is in the process of preparation of the financial statements of Ideal Market and its subsidiaries for the year ended 31 March 2012 in accordance with Hong Kong Financial Reporting Standards (“HKFRSs”). The Directors expect the financial statements of the recycling business in accordance with HKFRS for the year ended 31 March 2012 will be prepared by the end of January 2013.

Based on the latest information, the Directors are of the view that the profits of the recycling business for the year ended 31 March 2012 is below the profit guarantee, giving rise to a gain on redemption or repurchase of the contingency note. However, even if there is a gain on redemption or repurchase of the contingency note, the Company’s liquidity position and financing plan will not be affected.

The results of the recycling business prepared in accordance with HKFRSs cannot be ascertained with reasonable certainty at this stage, any gain on redemption or repurchase of the contingency notes has not been recognized in the consolidated financial statements of the Group for the current year. As soon as the results of the recycling business for the year ended 31 March 2012 prepared in accordance with HKFRSs are available, the adjustment to the consideration of the acquisition can be confirmed. The Company will make an announcement to the shareholders in this respect accordingly.

– 6 –

LETTER FROM THE BOARD

Possible acquisition of Meijing Group

As disclosed in the Company’s announcement dated 22 October 2012, the Company has entered into a memorandum of understanding (the “MOU”) in relation to the possible acquisition of Meijing Group, a group principally engaged in energy conversation and development of new energy. The Company’s PRC legal advisor is currently conducting the due diligence review on Meijing Group. The Directors estimates that the due diligence review will not be completed before the term of the MOU, hence the Company plans to extend the term of the MOU till 22 April 2013.

As at the Practicable date, save as the possible acquisition or investment announced by the Company, the Company has not entered into any agreement, arrangement, understanding or negotiation for any possible acquisition or investment.

BACKGROUND OF THE REFRESHMENT OF EXISTING ISSUANCE MANDATE

At the AGM, Shareholders approved, among other things, an ordinary resolution to grant to the Directors the Existing Issuance Mandate pursuant to which the Directors are authorized to allot up to 8,146,941 Shares.

During the period from the grant of Existing Issuance Mandate to the Latest Practicable Date, the Existing Issuance Mandate has been utilized as to 8,100,000 Shares, representing approximately 99.42% of the Existing Issuance Mandate. As set out in the announcement of the Company dated 8 October 2012, the Company entered into a placing agreement dated 8 October 2012 with Cheong Lee Securities Limited as the placing agent to issue and allot an aggregate 8,146,941 new Shares under the Existing Issuance Mandate to not less than six independent individuals, corporate and/or institutional investors. The net proceeds of HK$4.4 million as a result of the issuance of the 8,100,000 Shares have been used for working capital of the Group.

As at the Latest Practicable Date, there has been no refreshment of the Existing Issuance Mandate since the AGM and only 46,941 Shares, representing approximately 0.58% of the Existing Issuance Mandate, may be allotted and issued under the Existing Issuance Mandate.

– 7 –

LETTER FROM THE BOARD

REASONS OF THE REFRESHMENT OF EXISTING ISSUANCE MANDATE

With reference to the interim report of the Company for the six months ended 30 September 2012, the Group’s net current liabilities and the total amount of pledge fixed deposits, bank balances and cash were approximately HK$197.23 million and HK$21.12 million as at 30 September 2012 respectively.

According to the Company’s announcements dated 19 October 2012, 7 November 2012 and 14 November 2012, the Company has agreed with the promissory note holders to extend the maturity date of the promissory notes. As at the Latest Practicable Date, the outstanding principal amount of promissory notes is HK$122,000,000, with HK$72,000,000, HK$20,000,000, and HK$30,000,000 due on 7 May 2013, 14 May 2013 and 31 December 2012 respectively. Related interests of the promissory notes will be HK$3,202,500 and due in May 2013. As at the Latest Practicable Date, the Company is negotiating with the note holder of the promissory notes due on 31 December 2012 to further extend the maturity date of the respective promissory notes.

As disclosed in the announcement of the Company dated 1 June 2012, the Company entered into a placing agreement with FT Securities Limited on the same date in relation to the placing of unconvertible bonds up to an aggregate principal amount of HK$200,000,000 to be issued by the Company on a best effort basis (“Placing of Unconvertible Bonds”). The Company further announced on 31 August 2012 that the Company and FT Securities Limited entered into a supplemental agreement to extend the expiry date of the placing period from 31 August 2012 to 28 February 2013. As at the Latest Practicable Date, the Company has issued unconvertible bonds in a principal amount of HK$20,000,000 and raised proceeds of HK$19,400,000. No further investors are identified as at the Latest Practicable Date.

In light of the difficulty in identifying potential investors to subscribe the unconvertible bonds under the placing agreement with FT Securities Limited, it is uncertain whether the unconvertible bonds up to HK$200,000,000 will be fully subscribed on or before 28 February 2013. The Board considers it is necessary to explore more fund raising opportunities.

The Board has considered debt financing, such as bank borrowings, but given the Group’s profitability, financial position and the prevailing market condition, it would be difficult for the Group to obtain bank borrowings.

– 8 –

LETTER FROM THE BOARD

Given that equity financing (i) does not incur any interest paying obligations on the Group as compared with bank financing; (ii) is less costly and time-consuming than raising funds by way of rights issue or open offer; and (iii) provides the Company with the capability to capture any capital raising or prospective investment opportunity as and when it arises, the Board proposes to refresh the Existing Issuance Mandate for the Directors to allot, issue and deal with new Shares with an aggregate nominal amount of not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the SGM and hence provide the opportunity to improve the financial position and the working capital position of the Group if and when necessary by placing or issuing new Shares under the New Issuance Mandate in a timely manner. As at the Latest Practicable Date, the Company does not have a schedule on when the New Issuance Mandate will be utilized.

Having considered the grant of New Issuance Mandate will enable the Company to act promptly and to have greater flexibility and scope in negotiating with third parties for potential fund raising exercises or other arrangements or transactions involving the capital of the Company, and will allow the Company to take full advantage of market conditions, the Board believes the grant of New Issuance Mandate as fair and reasonable and in the interest to the Company and its shareholders as a whole.

As at the Latest Practicable Date, a total of 48,834,709 Shares were in issue. Subject to the passing of the proposed resolution for the grant of the New Issuance Mandate and on the basis that no Share will be issued or repurchased by the Company prior to the SGM, the Company will be allowed under the New Issuance Mandate to issue a maximum of 9,766,941 Shares (based on the closing price of HK$1.26 per Share as at the Latest Practicable Date, the market value of 9,766,941 Shares is approximately HK$12.31 million).

After the grant of New Issuance Mandate and the issuance of 9,766,941 new Shares, the Company plans to utilize 90% of the proceeds for the repayment of debt owed by the Company, including but not limited to the unpaid promissory notes in principal amount of HK$122,000,000. The remaining 10% will be used for the working capital of the Company.

The New Issuance Mandate will, if granted, remain effective until the earliest of (i) the conclusion of next annual general meeting of the Company; (ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meetings; and (iii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held.

– 9 –

LETTER FROM THE BOARD

Fund Raising Activities in the past twelve months

Set out below is the fund raising activity during the past twelve months prior to the Latest Practicable Date:

Date of	Fund raising	Net proceeds	Proposed use of	Actual use of
announcement	activity	actually raised	proceeds	proceeds
1 June 2012	Placing of unconvertible	HK$19.4 million	Not more than 10% of the proceeds	(i) HK$11.5 million has been
	bonds up to an aggregate	has been raised	for general working capital of the	utilized for the repayment
	principal amount of		Group, including but not limited to	of promissory notes; and
	HK$200,000,000		working capital for the Group after	(ii) HK$7.9 million has been
			the completion of the acquisition	utilized for the working
			of 80% of equity interests in	capital of the Group
			Ideal Market Holdings Limited
			(the “Acquisition”); and not less
			than 90% of the proceeds for the
			repayment of the outstanding
			promissory notes and convertible
			notes issued by the Company upon
			completion of the Acquisition
26 June 2012	Issuance of convertible	HK$94 million	Not more than 10% of the proceeds	HK$84 million has been
	notes in the aggregate		for general working capital of the	utilized for the repayment
	principal amount of		Group, including but not limited	of promissory notes and
	HK$95,000,000		to working capital for the Group;	HK$10 million has been
			and not less than 90% of the	utilized for the working
			proceeds for the repayment of	capital of the Group
			the outstanding promissory notes
			and convertible notes in principal
			amounts of HK$221 million
8 October 2012	Placing of new shares under	HK$4.4 million	Net proceeds for general corporate	HK$4.4 million has been
	general mandate up to		and working capital of the Group	utilized for working capital
	8,146,941 new shares			of the Group

According to the Company’s announcements on 4 October 2012 and 30 October 2012, the proposed rights issues to raise not less than approximately HK$8.15 million but not more than approximately HK$9.88 million was terminated because one of the conditions precedent under the underwriting agreement between the Company and Cheong Lee Securities Limited could not be satisfied.

Save as disclosed herein, the Company has not conducted any equity fund raising activity in the 12 months immediately preceding the Latest Practicable Date.

– 10 –

LETTER FROM THE BOARD

Potential dilution to shareholding of the existing public Shareholders

The table below sets out the shareholding structure of the Company (i) as at the Latest Practicable Date; and (ii) upon full utilisation of the New Issuance Mandate (assuming no other Shares are issued or repurchased by the Company):

Jia Hong Xing Existing public Shareholders Shares to be issued under the New Issuance Mandate Total	As at the Latest Practicable Date Number of shares Approximately % 9,871,400 20.21 38,963,309 79.79 – – 48,834,709 100	Upon full utilisation of the New Issuance Mandate (assuming no other Shares are issued or repurchased by the Company) Number of shares Approximately % 9,871,400 16.84 38,963,309 66.49 9,766,941 16.67 58,601,650 100	Upon full utilisation of the New Issuance Mandate (assuming no other Shares are issued or repurchased by the Company) Number of shares Approximately % 9,871,400 16.84 38,963,309 66.49 9,766,941 16.67 58,601,650 100
			100

The table above illustrates that the shareholdings of the existing public Shareholders would decrease from approximately 79.79% as at the Latest Practicable Date to approximately 66.49% upon full utilisation of the New Issuance Mandate (assuming no other Shares are issued or repurchased by the Company). Such potential dilution to the shareholdings of the existing public Shareholders represents a dilution of approximately 13.30 percentage point.

Taking into account the reasons set out under the section headed “Reasons of the refreshment of Existing Issuance Mandate”, the grant of New Issuance Mandate (i) would provide an alternative to increase the amount of capital which may be raised under the New Issuance Mandate; (ii) would provide more options of financing to the Group; and (iii) the shareholding interests of all the Shareholders in the Company will be diluted in proportion to their respective shareholdings upon any utilization of the New Issuance Mandate, the Board considers the potential dilution to the shareholdings of the existing public Shareholders as fair and reasonable.

– 11 –

LETTER FROM THE BOARD

CURRENT FUNDING NEEDS AND POSSIBLE FUND RAISING ACTIVITIES

Provided that the note holder of the promissory notes due on 31 December 2012 would further extend the maturity date of the respective promissory notes to May 2013, the Company estimates it will have shortage of funds of around HK$3.37 million after the repayment of a tax payable due in February 2013.

Referring to the joint announcement of the Company and Pacific Plywood Holdings Limited (“Pacific Plywood”) dated 12 October 2012, the Company shall repay Pacific Plywood HK$3,800,000 as interest in April 2013, October 2013 and April 2014 respectively. The shortage of funds of the Company in April 2013 is estimated to be about HK$9.33 million.

In May 2013, the Company will have about HK$135 million shortage in funds due to the repayment of the unpaid promissory notes in principal amount of HK$122 million.

Assuming the New Issuance Mandate is granted and the new Shares under the New Issuance Mandate are placed or issued at the market place as at the closing price of HK$1.26 per Share, the Company will raise around HK$12.31 million of proceeds. For the remaining around HK$123 million, the Company shall continue to seek for other fund raising opportunities available to the Company, including but not limited to further issuance of convertible notes, warrants, new Shares under specific mandate and rights issue/open offer exercises.

As at the Latest Practicable Date, the Company considers that the subscription of new Shares under general mandate and Placing of Unconvertible Bonds as the only possible fund raising opportunities. Save as the above, the Company has no arrangement, intention, understanding or negotiation about any possible fund raising exercises (both debt and equity financing) as at the Latest Practicable Date.

INDEPENDENT BOARD COMMITTEE

The Independent Board Committee, comprising Mr. Chan Ying Kay, Mr. Tse Kwong Chan and Ms. Zhou Jue, all being independent non-executive Directors, has been formed to advise the independent Shareholder in connection with the grant of New Issuance Mandate. Guangdong Securities has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

– 12 –

LETTER FROM THE BOARD

PROPOSED RE-ELECTION OF DIRECTOR

According to the Bye-law 86(2)(b) of the Bye-laws of the Company, Ms. Li Lin (“ Ms. Li ”), who was appointed as an executive Director on 1 December 2012 shall hold office until the first general meeting after her appointment and then be eligible for election at that meeting.

Ms. Li, aged 24, obtained her Bachelor of Engineering Degree specialized in greening and environmental protection from Shanghai Institute of Business & Technology in the PRC in 2011. She joined Suzhou Baina Renewable Resources Co., Ltd., a principal indirectly owned subsidiary of the Company in PRC, as the head of Operations Department since 2011.

Save as disclosed above and as the Latest Practicable Date, Ms. Li has not held (i) any other position with the Company and its subsidiaries; (ii) any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (iii) any other major appointments and professional qualifications.

Save as disclosed above and as the Latest Practicable Date, Ms. Li does not have any relationship with other Directors, senior management, substantial or controlling Shareholders of the Company and she does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

There is no service contract signed between Ms. Li and the Company in relation to her appointment as an executive Director of the Company. Ms. Li will be entitled to receive a director’s fee of HK$195,000 per annum which is determined by the Board and reviewed by the remuneration committee of the Company with reference to her qualification and experience, her duties and responsibilities with the Company, the Company’s performance and the prevailing market situation.

As confirmed by Ms. Li and as far as the Board is aware, save as disclosed above and as at the Latest Practicable Date, there are no other matters relating to the appointment of Ms. Li that need to be brought to the attention of the shareholders of the Company and there is no other information that should be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

– 13 –

LETTER FROM THE BOARD

SPECIAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the SGM is set out on pages 25 to 27 of this circular. At the SGM, ordinary resolutions will be proposed to be considered and, if thought fit, approve the grant of the New Issuance Mandate and the re-election of the Director.

Pursuant to Rule 13.36(4)(a) of the Listing Rules, any controlling Shareholders and their respective associates, or where there is no controlling Shareholder, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the relevant resolution to approve the grant of the New Issuance Mandate to be proposed at the SGM. As at the Latest Practicable Date, the Company has no controlling Shareholders and no Directors and their associates hold any shares of the Company. The holder of the promissory notes in principal amount of HK$72,000,000, Lucky Start Holdings Limited (“Lucky Start”) holds 4,405,286 Shares, representing approximately 9.0% of the issued Shares as at the Latest Practicable Date. Lucky Start has material interests concerning the grant of New Issuance Mandate and will abstain to vote on the resolution approving the New Issuance Mandate at the SGM. Additionally, Ms. Chen Tong, Ms. Chan Ching Ho, Kitty, Mr. Xiang Liang, Ms. Li Lin, Ms. Yao Zhengwei, Mr. Wang Zhenghua, and their respective associates will abstain from voting in favour of the relevant resolution to approve the grant of the New Issuance Mandate.

A form of proxy for use at the SGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.986.com.hk). Whether or not you are able to attend the SGM, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Branch Share Registrar of the Company in Hong Kong, Tricor Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting if they so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any votes of the Shareholders at general meeting must be taken by poll. Therefore, all resolutions to be proposed at the SGM will be voted by poll.

– 14 –

LETTER FROM THE BOARD

RECOMMENDATION

Having considered the reasons set out herein, the Board hereby recommends the Independent Shareholders and the Shareholders to vote in favour of the ordinary resolutions to be proposed at the SGM to approve the grant of the New Issuance Mandate and the re-election of the Director respectively.

Your attention is drawn to the letter from Guangdong Securities, which contains its advice to the Independent Board Committee and the Independent Shareholders with regard to the grant of the New Issuance Mandate. The text of the letter from Guangdong Securities is set out from pages 17 to 24 of this circular.

RESPONSIBILITY STATEMENT

This document, for which the directors of the Company 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 document 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 document misleading.

By Order of the Board China Environmental Energy Investment Limited Chen Tong Chairman

– 15 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

China Environmental Energy Investment Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 986)

2 January 2013

To the Independent Shareholders

Dear Sir or Madam,

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES

We refer to the circular of the Company dated 2 January 2013 (the “ Circular ”), of which this letter forms part. Terms as defined in the Circular shall have the same meanings when used herein unless the context otherwise requires.

We have been appointed to advise the Independent Shareholders in connection with the terms of the New Issuance Mandate. Guangdong Securities has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this respect.

We are of the view that the terms of the New Issuance Mandate, after taking into account the advice of Guangdong Securities as set out from pages 17 to 24 of the Circular, are fair and reasonable so far as the Independent Shareholders are concerned, and that the grant of New Issuance Mandate is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the resolution to be proposed at the SGM to approve the grant of New Issuance Mandate.

Yours faithfully,

Independent Board Committee

Mr. Tse Kwong Chan Mr. Chan Ying Kay

Ms. Zhou Jue

Independent non-Executive Directors

• For identification purposes only

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LETTER FROM GUANGDONG SECURITIES

Set out below is the text of a letter received from Guangdong Securities, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders regarding the grant of New Issuance Mandate for the purpose of inclusion in this circular.

Units 2505-06, 25/F. Low Block of Grand Millennium Plaza 181 Queen’s Road Central Hong Kong

2 January 2013

To: The independent board committee and the independent shareholders of China Environmental Energy Investment Limited

Dear Sirs,

PROPOSED REFRESHMENT OF GENERAL MANDATE

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in connection with the grant of New Issuance Mandate, details of which are set out in the letter from the Board (the “ Board Letter ”) contained in the circular dated 2 January 2013 issued by the Company to the Shareholders (the “ Circular ”), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context requires otherwise.

As at the Latest Practicable Date, only a further of 46,941 Shares could be issued under the Existing Issuance Mandate which was granted to the Directors at the AGM. Therefore, the Board proposes to seek approval of the Independent Shareholders for the grant of New Issuance Mandate such that the Directors will be granted the authority to allot, issue and deal with new Shares not exceeding 20% of the total issued share capital of the Company as at the date of passing the relevant resolution at the SGM. Pursuant to Rule 13.36(4) of the Listing Rules, the grant of New Issuance Mandate requires the approval of the Independent Shareholders at the SGM at which any of the controlling shareholders (as defined in the Listing Rules) of the Company and their associates or, where there is no controlling shareholder, the Directors (excluding the independent

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LETTER FROM GUANGDONG SECURITIES

non-executive Directors), the chief executive of the Company and their respective associates are required to abstain from voting in favour of the resolution proposed for the approval of such grant, and under Rule 13.39 of the Listing Rules, any vote of the shareholders at a general meeting must be taken by way of poll. As at the Latest Practicable Date, the Company has no controlling Shareholders. Accordingly, Ms. Chen Tong, Ms. Chan Ching Ho, Kitty, Mr. Xiang Liang, Ms. Li Lin, Ms. Yao Zhengwei, Mr. Wang Zhenghua, and their respective associates will abstain from voting in favour of the relevant resolution to approve the grant of the New Issuance Mandate.

An Independent Board Committee comprising Mr. Chan Ying Kay, Mr. Tse Kwong Chan and Ms. Zhou Jue (all being independent non-executive Directors) has been established to advise the Independent Shareholders on the grant of New Issuance Mandate. We, Guangdong Securities Limited, have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this respect.

BASIS OF OUR OPINION

In formulating our opinion to the Independent Board Committee and the Independent Shareholders, we have relied on the statements, information, opinions and representations contained or referred to in the Circular and the information and representations as provided to us by the Directors. We have assumed that all information and representations that have been provided by the Directors, for which they are solely and wholly responsible, are true and accurate at the time when they were made and continue to be so as at the Latest Practicable Date. We have also assumed that all statements of belief, opinion, expectation and intention made by the Directors in the Circular were reasonably made after due enquiry and careful consideration. We have no reason to suspect that any material facts or information have been withheld or to doubt the truth, accuracy and completeness of the information and facts contained in the Circular, or the reasonableness of the opinions expressed by the Company, its advisers and/or the Directors, which have been provided to us. We consider that we have taken sufficient and necessary steps on which to form a reasonable basis and an informed view for our opinion in compliance with Rule 13.80 of the Listing Rules.

The Directors have collectively and individually accepted full responsibility for the accuracy of the information contained in the Circular and have confirmed, having made all reasonable enquiries, which to the best of their knowledge and belief, there are no other facts the omission of which would make any statement in the Circular misleading.

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LETTER FROM GUANGDONG SECURITIES

We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, conducted any independent in-depth investigation into the business and affairs of the Company or its subsidiaries or associates, nor have we considered the taxation implication on the Group or the Shareholders as a result of the grant of New Issuance Mandate. Our opinion is necessarily based on the financial, economic, market and other conditions in effect and the information made available to us as at the Latest Practicable Date. Shareholders should note that subsequent developments (including any material change in market and economic conditions) may affect and/or change our opinion and we have no obligation to update this opinion to take into account events occurring after the Latest Practicable Date or to update, revise or reaffirm our opinion. Nothing contained in this letter should be construed as a recommendation to hold, sell or buy any Shares or any other securities of the Company.

Lastly, where information in this letter has been extracted from published or otherwise publicly available sources, the sole responsibility of Guangdong Securities is to ensure that such information has been correctly extracted from the relevant sources.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion in respect of the grant of New Issuance Mandate, we have taken into consideration the following principal factors and reasons:

(1) Background of the grant of New Issuance Mandate

The Group is principally engaged in the trading of laminates; manufacture and trading of printed circuit boards; and wastes recycling.

The Directors were authorised to allot and issue up to 8,146,941 new Shares under the Existing Issuance Mandate which was granted to the Directors at the AGM. With reference to the announcement of the Company dated 8 October 2012 regarding the placing of new Shares (the “ Placing ”) and as confirmed by the Directors, 8,100,000 new Shares (the “ Placing Shares ”) were issued. Since the Placing Shares were allotted and issued under the Existing Issuance Mandate, the Existing Share Issue has been utilised as to 8,100,000 Shares, representing approximately 99.42% of the Existing Issuance Mandate.

If the New Issuance Mandate is not granted, only 46,941 new Shares may be further allotted and issued by the Directors under the Existing Issuance Mandate. Given that the Existing Issuance Mandate has been largely utilised as a result of the Placing, the Board proposes to seek approval of the Independent Shareholders for the grant of New Issuance Mandate such that the Directors will be granted the authority to allot, issue and deal with new Shares not exceeding 20% of the total issued share capital of the Company as at the date of passing the relevant resolution at the SGM.

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LETTER FROM GUANGDONG SECURITIES

As at the Latest Practicable Date, the Company had 48,834,709 Shares in issue. On the basis that no Share would be issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM, the grant of New Issuance Mandate would allow the Directors to allot, issue and deal with up to 9,766,941 new Shares (based on the closing price HK$1.26 per Share as at the Latest Practicable Date, the market value of 9,766,941 Shares is approximately HK$12.31 million), representing 20% of the total issued share capital of the Company as at the date of the SGM.

(2) Reasons for the grant of New Issuance Mandate

With reference to the Board Letter, the Board would like to seek approval of the Independent Shareholders at the SGM for the grant of the New Issuance Mandate so as to raise funds for reduction of the amount of short term debts and as working capital of the Group. According to the Company’s announcement dated 6 December 2012, the outstanding amount of promissory notes due by the Company is HK$122,000,000. After the grant of New Issuance Mandate, the Company plans to utilize 90% of the proceeds for the repayment of debt owed by the Company, including the aforesaid unpaid promissory notes. The remaining 10% will be used for the working capital of the Company.

The grant of New Issuance Mandate will enable the Company to act promptly and to have greater flexibility and scope in negotiating with third parties for potential fund raising exercises or other arrangements or transactions involving the capital of the Company, and will allow the Company to take full advantage of market conditions. The expense and delay or otherwise in having to convene further general meetings of the Company for the purpose of issuing Shares and/or convertible securities in excess of the Existing Issuance Mandate and thereby the inconvenience to Shareholders would also be avoided.

With reference to the interim report of the Company for the six months ended 30 September 2012, the Group’s net current liabilities and the total amount of pledged fixed deposits, bank balances and cash were approximately HK$197.23 million and HK$21.12 million as at 30 September 2012 respectively. According to the Company’s announcement dated 6 December 2012, the outstanding amount of promissory notes due by the Company is HK$122,000,000, with HK$72,000,000, HK$20,000,000 and HK$30,000,000 due on 7 May 2013, 14 May 2013 and 31 December 2012 respectively. Detailed funding needs of the Company are set out under the section headed “Current funding needs and possible fund raising activities” of the Board Letter. Having considered the above, we concur with the Directors that the grant of New Issuance Mandate would allow the Directors to allot, issue and deal with new Shares not exceeding 20% of the total issued share capital of the Company as at the date of passing the relevant resolution at the SGM and hence provide the opportunity to improve the financial position and the working capital position of the Group if and when necessary by placing or issuing new Shares under the New Issuance Mandate in a timely manner.

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LETTER FROM GUANGDONG SECURITIES

Given the foregoing, we are of the opinion that the grant of New Issuance Mandate would provide the Company with the necessary flexibility to fulfil any possible future funding needs of the Group. Accordingly, we are of the view that the grant of New Issuance Mandate is in the interests of the Company and the Shareholders as a whole.

(3) Fund raising activities in the past twelve months

Set out below are the fund raising activities conducted by the Company in the past twelve months prior to the Latest Practicable Date:

Date of		Net proceeds
announcement	Fund raising activity	actually raised	Proposed use of proceeds	Actual use of proceeds
1 June 2012	Placing of unconvertible	HK$19.4 million	Not more than 10% of the proceeds	(i) HK$11.5 million
	bonds up to an aggregate	has been raised	for general working capital of the	has been utilized for
	principal amount of		Group, including but not limited to	the repayment of
	HK$200,000,000		working capital for the Group after	promissory notes; and
			the completion of the acquisition of	(ii) HK$7.9 million has
			80% of equity interests in Ideal Market	been utilized for the
			Holdings Limited (the “Acquisition”);	working capital of the
			and not less than 90% of the proceeds	Group
			for the repayment of the outstanding
			promissory notes and convertible
			notes issued by the Company upon
			completion of the Acquisition
26 June 2012	Issuance of convertible	HK$94 million	Not more than 10% of the proceeds for	HK$84 million has
	notes in the aggregate		general working capital of the Group,	been utilized for
	principal amount of		including but not limited to working	the repayment of
	HK$95,000,000		capital for the Group; and not less than	promissory notes and
			90% of the proceeds for the repayment	HK$10 million has been
			of the outstanding promissory notes and	utilized for the working
			convertible notes in principal amounts	capital of the Group
			of HK$221 million
8 October 2012	Placing of new shares	HK$4.4 million	Net proceeds for general corporate and	HK$4.4 million has been
	under general mandate		working capital of the Group	utilized for working
	up to 8,146,941 new			capital of the Group
	shares

Save as and except for the above, the Company had not conducted any other fund raising activities in the past twelve months immediately prior to the Latest Practicable Date.

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LETTER FROM GUANGDONG SECURITIES

(4) Flexibility in financing

As advised by the Directors, given that only a further of 46,941 Shares could be issued under the Existing Issuance Mandate, the Group does not obviate the possibilities of capturing investor interests and obtaining equity financing in a timely manner should there be equity investor(s) indicating interest in the existing and prospective businesses of the Company. The Directors believe that the grant of New Issuance Mandate will provide the Group with flexibility for possible future fund raising, which is in the interests of the Company and the Shareholders as a whole.

As discussed in the foregoing, we consider that the grant of New Issuance Mandate would provide the Company with the necessary flexibility to fulfil any possible future funding needs of the Group. The grant of New Issuance Mandate would provide the Company with the flexibility as allowed under the Listing Rules to allot and issue new Shares for equity fund raising activities, such as placing of new Shares as and when such opportunities arise. Given the financial flexibility available to the Company as discussed above, we are of the opinion that the grant of New Issuance Mandate is in the interests of the Company and the Shareholders as a whole.

(5) Other financing alternatives

We have enquired into the Directors and the Directors confirmed that apart from equity financing, the Group will also consider debt financing, such as bank borrowings and issue of bonds, to be other possible fund raising alternatives available to the Group. However, the Directors are of the view that the ability of the Group to obtain bank borrowings usually depends on the Group’s profitability, financial position and the then prevailing market condition. Furthermore, such alternative may be subject to lengthy due diligence and negotiations with banks. In light of also that debt financing will usually incur interest burden on the Group, the Directors consider debt financing to be relatively costly, uncertain and time-consuming as compared to equity financing, such as placing of new Shares, for the Group to obtain additional funding.

The Directors confirmed that they would exercise due and careful consideration when choosing the optimal financing method available to the Group to the best of their knowledge and belief. With this being the case, along with the fact that the grant of New Issuance Mandate will provide the Company with an additional alternative and it is reasonable for the Company to have the flexibility in deciding the financing methods for its future business development, we are of the view that the grant of New Issuance Mandate is in the interests of the Company and the Shareholders as a whole.

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LETTER FROM GUANGDONG SECURITIES

(6) Potential dilution to shareholding of the existing public Shareholders

The table below sets out the shareholding structure of the Company (i) as at the Latest Practicable Date; and (ii) upon full utilisation of the New Issuance Mandate (assuming no other Shares are issued or repurchased by the Company):

Jia Hong Xing Existing public Shareholders Shares to be issued under the New Issuance Mandate Total	As at the Latest Practicable Date Number of shares Approximately % 9,871,400 20.21 38,963,309 79.79 – – 48,834,709 100	Upon full utilisation of the New Issuance Mandate (assuming no other Shares are issued or repurchased by the Company) Number of shares Approximately % 9,871,400 16.84 38,963,309 66.49 9,766,941 16.67 58,601,650 100	Upon full utilisation of the New Issuance Mandate (assuming no other Shares are issued or repurchased by the Company) Number of shares Approximately % 9,871,400 16.84 38,963,309 66.49 9,766,941 16.67 58,601,650 100
			100

The table above illustrates that the shareholdings of the existing public Shareholders would decrease from approximately 79.79% as at the Latest Practicable Date to approximately 66.49% upon full utilisation of the New Issuance Mandate (assuming no other Shares are issued or repurchased by the Company). Such potential dilution to the shareholdings of the existing public Shareholders represents a dilution of approximately 13.30 percentage point.

Taking into account the funding needs of the Company as set out under the section headed “Current funding needs and possible fund raising activities” of the Board Letter and that the grant of New Issuance Mandate (i) would provide an alternative to increase the amount of capital which may be raised under the New Issuance Mandate; (ii) would provide more options of financing to the Group; and (iii) the shareholding interests of all the Shareholders in the Company will be diluted in proportion to their respective shareholdings upon any utilisation of the New Issuance Mandate, we are of the opinion that the potential dilution to the shareholdings of the existing public Shareholders as just mentioned is acceptable.

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LETTER FROM GUANGDONG SECURITIES

RECOMMENDATION

Having taken into consideration the factors and reasons as stated above, we are of the opinion that the grant of New Issuance Mandate is fair and reasonable so far as the Independent Shareholders are concerned and is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the SGM to approve the grant of New Issuance Mandate and we recommend the Independent Shareholders to vote in favour of the ordinary resolution in this regard.

Yours faithfully, For and on behalf of Guangdong Securities Limited Graham Lam

Managing Director

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NOTICE OF SPECIAL GENERAL MEETING

China Environmental Energy Investment Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 986)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of China Environmental Energy Investment Limited (the “ Company ”) will be held at 3/F Victoria Room 2, Regal Hong Kong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Monday, 21 January 2013 at 9:30 a.m. for the following purposes of considering and, if thought fit, passing with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTION

1. “ THAT

2. (a) subject to paragraph (c) below, the exercise by the directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorized and unissued shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) above shall authorize the Directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

4. (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

   • (i) a Rights Issue (as defined below);

• For identification purposes only

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NOTICE OF SPECIAL GENERAL MEETING

• (ii) the exercise of the outstanding conversation rights attaching to any convertible securities issued by the Company, which are convertible into shares of the Company;

• (iii) the exercise of options under share option scheme(s) of the Company;

• (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with bye-laws of the Company,

shall not exceed 20 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution and this approval shall be limited accordingly; and

• (v) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meetings;

• (iii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held; and

“Rights Issue” means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).”

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NOTICE OF SPECIAL GENERAL MEETING

1. “ THAT Ms. Li Lin be re-elected as executive director of the Company and the board of directors of the Company be authorized to fix her remuneration.”

By Order of the Board China Environmental Energy Investment Limited Chen Tong Chairman

Hong Kong, 2 January 2013

Registered office: Head office and principal place of business: Clarendon House Room 2211, 22/F. 2 Church Street Lippo Centre Hamilton HM 11 Tower Two Bermuda 89 Queensway Hong Kong

Notes:

• (1) Any shareholder of the Company (the “ Shareholder(s) ”) entitled to attend and vote at the special general meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a Shareholder. A Shareholder who is holding two or more shares of the Company is entitled to appoint more than one proxy to attend and vote in his stead. If more than one proxy is appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

• (2) The form of proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.

• (3) Delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the special general meeting and in such event, the form of proxy shall be deemed to be revoked.

• (4) Where there are joint Shareholders, any one of such joint Shareholder 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 Shareholders are present at the special general 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 Shareholders, and for this purpose seniority shall be determined by the order in which the names stand in the register of Shareholders of the Company in respect of the joint holding.

• (5) The form of 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 the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the special general meeting or any adjournment thereof at which the person named in the form of proxy proposes to vote or, in the case of a poll taken subsequently to the date of the special general meeting or any adjournment thereof, not less than 24 hours before the time appointed for the taking of the poll and in default the form of proxy shall not be treated as valid.

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