Dufu Liquor Group Limited — Proxy Solicitation & Information Statement 2013

Jun 28, 2013

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, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company 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 SHARE SUBDIVISION, PROPOSED CHANGE OF BOARD LOT SIZE, RE-ELECTION OF DIRECTORS AND NOTICE OF SPECIAL GENERAL MEETING

A notice convening a special general meeting of China Environmental Energy Investment Limited to be held at Falcon Room I, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Wednesday, 17 July 2013 at 10:00 a.m. is set out on pages 17 to 19 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 July 2013

• For identification purposes only

CONTENTS

	Page
EXPECTED TIMETABLE OF SHARE SUBDIVISION. . . . . . . . . . . . . . . . . . . . . . . . . .	1
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX I – DETAILS OF THE RETIRING DIRECTORS
PROPOSED TO BE RE-ELECTED AT THE SGM. . . . . . . . . . . . . .	14
NOTICE OF THE SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

– i –

EXPECTED TIMETABLE OF SHARE SUBDIVISION

The expected timetable relating to the Share Subdivision and the associated trading arrangement are as follows:

	Time	Date
Latest date and time to return proxy	10:00 a.m.	Monday, 15 July 2013
form for the SGM
SGM	10:00 a.m.	Wednesday, 17 July 2013
Publication of poll results of the SGM		Wednesday, 17 July 2013

The following events are conditional on the fulfilment of the conditions for the	The following events are conditional on the fulfilment of the conditions for the	The following events are conditional on the fulfilment of the conditions for the
implementation of the Share Subdivision as set out	in the section headed “Conditions of the
Share Subdivision” in this circular.
Effective date of Share Subdivision		Thursday, 18 July 2013
Dealings in Subdivided Shares	9:00 a.m.	Thursday, 18 July 2013
Original counter of trading in Shares in board lots of	9:00 a.m.	Thursday, 18 July 2013
10,000 Shares temporarily closes
Temporary counter for trading in Subdivided	9:00 a.m.	Thursday, 18 July 2013
Shares in board lots of 40,000 Subdivided Shares
(in the form of Existing Share Certificates) opens
Free exchange of Existing Share Certificates for		Thursday, 18 July 2013
the New Share Certificates for the Subdivided
Shares commences
Original counter for trading in Subdivided Shares in	9:00 a.m.	Thursday, 1 August 2013
board lots of 4,000 Subdivided Shares
(only New Share Certificates for the Subdivided
Shares can be traded at this counter) re-opens
Parallel trading in the Shares and Subdivided Shares	9:00 a.m.	Thursday, 1 August 2013
(in the form of Existing Share Certificate and
New Share Certificates) commences

– 1 –

EXPECTED TIMETABLE OF SHARE SUBDIVISION

	Time	Date
Designated broker starts to stand in the market for		Thursday, 1 August 2013
providing the matching services for the odd lots of
the Subdivided Shares
Temporary counter for trading in board lots of	4:00 p.m.	Wednesday, 21 August 2013
40,000 Subdivided Shares (in the form of
Existing Share Certificates) closes
Parallel trading in Subdivided Shares	4:00 p.m.	Wednesday, 21 August 2013
(in the form of Existing Share Certificates and
New Share Certificates) ends
Designated broker ceases to stand in the market for		Wednesday, 21 August 2013
providing the matching services for the odd lots of
the Subdivided Shares ends
Free exchange of Existing Share Certificates for	4:00 p.m.	Friday, 23 August 2013
the Shares for New Share Certificates for
the Subdivided Shares ends

Note: All times and dates refer to Hong Kong local times and dates.

Further announcement will be made by the Company for changes, if any, in the expected timetable for implementation of the Share Subdivision and the associated trading arrangements as aforesaid.

– 2 –

DEFINITIONS

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

“Board”

the board of directors of the Company

• “Business Day(s)”

any day on which the Stock Exchange is open for the business of dealing in securities

• “CCASS”

The Central Clearing and Settlement System established and operated by HKSCC

• “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)” the director(s) of the Company

• “Existing Share Certificate(s)” existing share certificate(s) of the Shares

• “HKSCC”

Hong Kong Securities Clearing Company Limited

• “Hong Kong”

the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date”

• 26 June 2013, being the latest practicable prior to the printing of this circular for ascertaining certain information referred to in this circular

• “Listing Committee”

has the meaning ascribed to it in the Listing Rules

• “Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time

• “Main Board”

main board of the Stock Exchange

“Meijing Group”

Altman Investment Limited, Taiyuan Tianxibao Biotechnology Company Limited, Shanxi Meijin Group Coal Company Limited and Taiyuan Meijin Energy Company Limited*

• For identification purposes only

– 3 –

DEFINITIONS

“New Share Certificate(s)”	share certificate(s) of the Subdivided Shares
“SFO”	Securities and Futures Ordinance, Chapter 571 of the Laws
	of Hong Kong
“SGM”	the special general meeting of the Company to be convened
	to consider and, if thought fit, approving the proposed
	Share Subdivision
“Share(s)”	share(s) of HK$0.01 each in the share capital of the
	Company before the Share Subdivision becoming effective
“Share Subdivision”	the proposed subdivision of each of the existing issued and
	unissued Shares of par value of HK$0.01 each in the share
	capital of the Company into four Subdivided Shares of par
	value of HK$0.0025 each
“Shareholder(s)”	holder(s) of the Share(s) or the Subdivided Shares as the
	case may be
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subdivided Shares(s)”	share(s) of HK$0.0025 each in the share capital of the
	Company upon the Share Subdivision becoming effective
“HK$”	Hong Kong dollar(s), the lawful currency of Hong Kong

– 4 –

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 Mr. Liang Jian Hua

Independent non-executive Directors: Mr. Tse Kwong Chan Ms. Zhou Jue Ms. Kwok Wing Kiu Mr. Ong King Keung

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 July 2013

To the Shareholders

Dear Sir or Madam,

PROPOSED SHARE SUBDIVISION, PROPOSED CHANGE OF BOARD LOT SIZE, RE-ELECTION OF DIRECTORS AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

References are made to the announcements of the Company dated 29 January 2013, 1 March 2013, 29 May 2013, 18 June 2013 and 25 June 2013, in relation to, among other things, the proposal of the existing issued and unissued Shares of par value of HK$0.01 each in the share capital of the Company be subdivided into four Subdivided Shares of par value of HK$0.0025 each, the change of board lot size from 10,000 Shares to 4,000 Subdivided Shares and the appointment of Directors by the Board effective from 29 January 2013 and 1 March 2013. The purpose of this circular is to provide you with information regarding following resolutions to be considered at the SGM: (i) the Share Subdivision and (ii) the re-election of the Directors appointed by the Board effective from 29 January 2013 and 1 March 2013; and to give you notice of the SGM at which

• For identification purposes only

– 5 –

LETTER FROM THE BOARD

ordinary resolutions will be proposed to approve, among other matters, (i) the Share Subdivision and (ii) the re-election of the Directors appointed by the Board effective from 29 January 2013 and 1 March 2013.

LIQUIDITY POSITION AND FINANCING PLAN OF THE COMPANY

Set out below is the latest status and the maturity date of the Company’s outstanding promissory notes, unconvertible bonds, convertible bonds and loan as the Latest Practicable Date:–

Type of payables Maturity Date Promissory notes in principal amount of HK$25 million, HK$20 million, HK$6 million HK$56 million and HK$5 million due on 31 December 2013, 5 December 2013, 7 November 2013 and 31 January 2013 respectively Convertible notes in principal amount of November 2013 HK$6,000,000 Convertible notes in principal amount of April 2014 HK$95 million Unconvertible bonds in the principal 31 May 2017 amount of HK$20 million Loan in principal amount of HK$68 million 19 September 2013

There is a promissory note with principal amount of HK$5 million due on 31 January 2013. The Company has been in negotiation with the note holder for extension of the maturity date for such promissory note but as there has been dispute between the note holder with another party on the ownership of the promissory note, the note holder shall only resume negotiation with the Company on the extension upon the ownership of the promissory note is clarified and confirmed.

Referring to the Company’s announcement dated 1 May 2013, the Company entered into a loan agreement with a lender under the loan agreement on 1 May 2013, pursuant to which the said lender has agreed to make available to the Company a loan facility of HK$82,000,000 repayable on 30 September 2013. As stated in the Company’s announcement dated 21 June 2013, the Company has drawdown HK$68,000,000 under the said loan agreement, among which HK$63,000,000 was utilized to settle part of the Promissory Notes due on 7 November 2013 in principal value of HK$66,000,000 and HK$5,000,000 shall be utilized as working capital of the Company.

– 6 –

LETTER FROM THE BOARD

In order to repay the other outstanding liabilities and relevant interests of the Company, the Company has been seeking and shall continue to seek for fund raising opportunities available to the Company. The Company is in negotiation with a financial intermediary to assist the Company to conduct possible fund raising activities to raise not less than HK$250 million in the coming 6 months, including but not limited to rights issue, open offer or placing, on a fully underwritten basis with details subject to further discussion and agreement between the Company and the financial intermediary. The Company plans to use the proceeds from the fund raising activities for the repayment of the outstanding promissory note in principal amount of HK$56 million, the convertible notes in principal amount of HK$95 million if such convertible notes are not converted into shares by April 2014 and the loan in principal amount of HK$68 million. The remaining balance will be used for working capital and capital investment of the Company.

PROPOSED SUBDIVISION OF SHARES

The Board proposes to subdivide each existing issued and unissued Share of par value of HK$0.01 in the share capital of the Company into four Subdivided Shares of par value of HK$0.0025 each.

As at the Latest Practicable Date, the authorised share capital of the Company is HK$1,000,000,000 divided into 100,000,000,000 Shares, of which 56,330,932 Shares are in issue and fully paid. Upon the Share Subdivision becoming effective, the authorised share capital of the Company will be HK$1,000,000,000 divided into 400,000,000,000 Subdivided Shares, of which 225,323,728 Subdivided Shares will be in issue and fully paid, assuming that no further Shares are issued or repurchased after the date hereof.

Upon the Share Subdivision becoming effective, the Subdivided Shares will rank pari passu in all respects with each other and the Share Subdivision will not be expected to result in any change in the relevant rights of the Shareholders.

ADJUSTMENTS TO THE CONVERSION PRICES OF CONVERTIBLE NOTES

As at the Latest Practicable Date, the following convertible notes issued by the Company are outstanding:

• (i) redeemable convertible notes due in year 2013 (“Acquisition CN”) with an aggregate outstanding principal amount of HK$6,000,000 convertible into approximately 528,634 new Shares based on the prevailing conversion price of HK$11.35 per Share; and

– 7 –

LETTER FROM THE BOARD

• (ii) 8% coupon convertible notes due in year 2014 (“Subscription CN”) with an aggregate principal amount of HK$95 million convertible into a total of approximately 160,472,972 new Shares based on the prevailing conversion price of HK$0.592 per Share.

As a result of the Share Subdivision, based on the relevant terms of above convertible notes and upon the Share Subdivision becoming effective, (i) the conversion price of the Acquisition CN is expected to be adjusted from HK$11.35 per Share to HK$2.8375 per Subdivided Share; and (ii) the conversion price of the Subscription CN is expected to be adjusted from HK$0.592 per Share to HK$0.148 per Subdivided Share. The above adjustments will be certified pursuant to the terms and conditions of the relevant convertible notes and the Company will make a further announcement in this regard.

Save for the above, as at the Latest Practicable Date, there are no other options, warrants, or other securities in issue, or agreed to be issued, which carry rights to subscribe for or convert into new Shares.

CONDITIONS OF THE SHARE SUBDIVISION

The Share Subdivision is conditional upon:

• (i) the passing of an ordinary resolution by the Shareholders at the SGM for approving the Share Subdivision; and

• (ii) the Listing Committee granting the listing of, and permission to deal in, the Subdivided Shares.

The Share Subdivision will become effective after the conditions of the Share Subdivision above are fulfilled.

PROPOSED CHANGE OF BOARD LOT SIZE

The Shares are currently traded in board lots of 10,000 Shares. Upon the Share Subdivision becoming effective, the Subdivided Shares will be traded in board lots of 4,000 Subdivided Shares. Based on the closing price of the Shares of HK$3.27 as at the Latest Practicable Date, and the existing board lot size of 10,000 Shares, the prevailing board lot value is HK$32,700. Based on the aforesaid closing price and assuming the Share Subdivision and change of board lot size have become effective, the new board lot value would be HK$3,270. The change of the board lot size of the Shares will not affect any rights of the Shareholders.

– 8 –

LETTER FROM THE BOARD

The proposed change in board lot size upon the Share Subdivision becoming effective will result in odd lots of the Subdivided Shares. In order to alleviate the difficulties arising from the existence of such odd lots, the Company will arrange matching services for the odd lots of the Subdivided Shares during the period from Thursday, 1 August 2013 to Wednesday, 21 August 2013 (both dates inclusive).

REASONS FOR THE SHARE SUBDIVISION AND THE CHANGE OF BOARD LOT SIZE

The Company has consolidated every fifty ordinary shares of HK$0.01 each in the issued share capital of the Company into one ordinary share of HK$0.5 each in the issued share capital of the Company on 10 September 2012 which the Company has incurred expenses of approximately HK$300,000. The trading price of each Share has increased from around HK$1.00 as at the effective date of said share consolidation to HK$3.27 as at the Latest Practicable Date, and that the value of each board lot of 10,000 Shares has greatly increased from HK$10,000 to HK$32,700 as at the Latest Practicable Date. The Board believes the proposed Share Subdivision will bring the per board lot trading price down to a reasonable and affordable level to small investors. The proposed Share Subdivision will reduce the nominal value and trading price of each Share and increase the total number of Shares in issue.

The Directors believes that the change of board lot size will result in Subdivided Shares being traded in a more reasonable board lot size. They are of the view that the market circulation of the Subdivision Shares will be improved as a result of the Share Subdivision and change of board lot size, thereby enabling the Company to attract more investors and broaden its Shareholders’ base.

Other than the expenses incurred by the Company in relation to the Share Subdivision and the proposed change in board lot size of approximately HK$170,000, the Share Subdivision will not, by itself, alter the underlying assets, business operations, management or financial position of the Company or the proportionate interest of the Shareholders. The Board considers the Share Subdivision and change of board lot size to be in the interests of the Company and its Shareholders as a whole.

LISTING AND DEALING

An application will be made to the Stock Exchange for the listing of and permission to deal in the Subdivided Shares arising from the Share Subdivision. All necessary arrangements have been made and subject to the granting of the listing of, and permission to deal in, the Subdivided Shares on the Stock Exchange, the Subdivided Shares will be accepted as eligible securities by the HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Subdivided Shares on the Stock Exchange or such other date as may be determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading

– 9 –

LETTER FROM THE BOARD

day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

No part of the equity or debt securities of the Company is listed or dealt in on any other stock exchanges other than the Stock Exchange and no such listing permission to deal in is being or is currently proposed to be sought from any other stock exchange.

EXCHANGE OF SHARE CERTIFICATES

The Existing Share Certificates will only be valid for delivery, trading and settlement purposes for the period up to 4:00 p.m. on Wednesday, 21 August 2013 and thereafter will not be accepted for delivery, trading and settlement purposes. However, the Existing Share Certificates will continue to be good evidence of legal title to the Subdivided Shares on the basis of one Share for four Subdivided Shares.

The Existing Share Certificates will be exchanged free of charge for the New Share Certificates for Subdivided Shares between 9:00 a.m. and 4:00 p.m. on any Business Day from Thursday, 18 July 2013 to Friday, 23 August 2013 (both dates inclusive) at the Company’s Hong Kong branch share registrar and transfer office, Tricor Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

On any Business Day after Friday, 23 August 2013, the Existing Share Certificates will be exchanged on payment of a prescribed fee of HK$2.50 (or such higher amount as may, from time to time, be allowed by the Stock Exchange) for each Existing Share Certificate cancelled or each New Share Certificate issued, whichever number of share certificates cancelled or issued is higher.

It is expected that the New Share Certificates will be available for collection within a period of 10 Business Days after submission of the Existing Share Certificates. The New Share Certificates will be yellow in colour so as to be distinguished from the Existing Share Certificates which are blue in colour.

ARRANGEMENT ON ODD LOT TRADING

The proposed change in board lot size upon the Share Subdivision becoming effective will result in odd lots of the Subdivided Shares. In order to alleviate the difficulties arising from the odd lots of Subdivided Shares arising from the Share Subdivision and the proposed change in board lot size, the Company has procured an agent to provide matching services for sale and purchase of odd lots of Subdivided Shares of Shareholders. Holders of Shares who wish to take advantage of this matching services to dispose or top up odd lots of Subdivided Shares should contact Mr. Hung

– 10 –

LETTER FROM THE BOARD

Hing Man of Cheong Lee Securities Limited at (852) 3426 6320 or Room 1106 11/F Mass Mutual Tower, 38 Gloucester Road, Wanchai, Hong Kong during the period from Thursday, 1 August 2013 to Wednesday, 21 August 2013 (both dates inclusive).

Holders of Shares are reminded that the successful provision of odd lots matching services by the agent is not guaranteed, and are advised to consult their own professional advisers if they are in doubt of the above matching services.

TRADING ARRANGEMENT FOR SUBDIVIDED SHARES

Subject to the Share Subdivision being effective, dealings in the Subdivided Shares are expected to commence on 18 July 2013. Parallel trading in the Shares and Subdivided Shares (in the form of Existing Share Certificates and New Share Certificates) will be operated from Thursday, 1 August 2013 to Wednesday, 21 August 2013 (both days inclusive). Full details of the expected timetable and trading arrangement of the Shares are set out on pages 1 and 2 of this circular.

PROPOSED RE-ELECTION OF DIRECTORS

Mr. Liang Jian Hua (“Mr. Liang”) and Ms. Kwok Wing Kin (“Ms. Kwok”) were appointed as non-executive Director and independent non-executive Director respectively on 29 January 2013 and Mr. Ong King Keung (“Mr. Ong”) was appointed as the independent non-executive Director on 1 March 2013 for a term of one year and subject to retirement and re-election by the Shareholders according to the Bye-laws of the Company and the Listing Rules.

According to the Bye-law 86(2)(b) of the Bye-laws of the Company, any Director elected either to fill a casual vacancy on the Board, or as an addition to the existing Board, shall hold office only until the first general meeting of the Company after his appointment and shall then be eligible for re-election at that meeting. The Board proposes to re-elect Mr. Liang as non-executive Director and Ms. Kwok and Mr. Ong as independent non-executive Directors at the SGM. Details of these Directors to be re-elected at the SGM are set out in Appendix I to this circular.

BUSINESS UPDATES OF THE COMPANY

Principal activities of the Company

The principal activity of the Company is investment holding. Referring to the Company’s announcements dated 28 March 2013 and 10 April 2013, the Company has disposed Nam Hing (B.V.I.) Limited and its subsidiaries, mainly engaged in trading and manufacturing of printed circuit boards and trading of industrial laminates. The principal activities of principal subsidiaries of the Company are now waste paper, scrap metal and consumable wastes recycling.

– 11 –

LETTER FROM THE BOARD

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 approximately HK$12,322,000) and gross margin came to 18.35%. Operating profit before tax was RMB974,000 (equivalent to approximately HK$1,197,000).

Based on the information currently available to the Company as at the Latest Practicable Date, the Board believes that the recycling business is expected to record a decrease in revenue for the year ended 31 March 2013 comparing with that for the corresponding period for the year ended 31 March 2012.

As sales of the paper manufacturers in the People’s Republic of China has been decreased recently, adversely affecting the demand of waste paper in the recycling business, the Board anticipates that there will be pressure on the business and profit margin of the recycling business and the Group in general.

Proposed acquisition of Meijing Group

As disclosed in the Company’s announcements dated 22 October 2012, 25 October 2012, 23 January 2013 and 22 April 2013, the Company has entered into a non-legally binding memorandum of understanding relating to the proposed acquisition of Meijing Group, a group principally engaged in energy conversation and development of new energy. As additional time is required for due diligence review, the term of the memorandum of understanding has been further extended from 22 April 2013 to 21 July 2013. As at the Latest Practicable Date, the due diligence review on the Meijing Group is in progress.

According to the Company’s announcement dated 3 May 2013, the Company was informed by the vendors under the memorandum of understanding that 北京華熙景豪投資管理有限公司, a wholly-owned subsidiary of Taiyuan Meijin Energy Limited*, entered into a non-legally binding letter of intent to purchase 51% of equity interests in 內蒙古晶鼎聚龍技術服務集團有限公司 with the shareholders of 內蒙古晶鼎聚龍技術服務集團有限公司 on 27 March 2013.

Since the signing of the said non-legally binding memorandum of understanding, among other things, the signing of formal agreement and the terms and conditions of which are yet to be agreed with the vendors. As at the Latest Practicable Date, the Company has not commenced any discussion or negotiation with the said vendors or intended to acquire Meijing Group. As such, the Board has not formulated the financing plan of the proposed acquisition of Meijing Group as that would be subject to the terms of payment to be negotiated with the vendors.

Further announcement in respect of the proposed acquisition of Meijing Group will be made by the Company as and when appropriate in accordance with the Listing Rules.

• For identification purposes only

– 12 –

LETTER FROM THE BOARD

THE SGM

Set out on pages 17 to 19 of this circular is a notice convening the SGM to be held at Falcon Room I, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Wednesday, 17 July 2013 at 10:00 a.m..

The ordinary resolutions proposed to be approved at the SGM will be taken by poll. As no Shareholder has a material interest in the Share Subdivision and the re-election of Directors effective from 29 January 2013 and 1 March 2013 which are different from that of the other Shareholder, no Shareholder is required to abstain from voting at the SGM to approve the Share Subdivision and the re-election of Directors effective from 29 January 2013 and 1 March 2013.

A form of proxy for use at the SGM is enclosed with this circular. 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 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 or any adjournment thereof if they so wish.

RECOMMENDATION

The Directors consider that the Share Subdivision and the re-election of Mr. Liang as nonexecutive Director and Ms. Kwok and Mr. Ong as independent non-executive Directors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the relevant resolutions to be proposed at the SGM.

Yours faithfully

For and on behalf of the Board

China Environmental Energy Investment Limited

Chen Tong

Chairman

– 13 –

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE SPECIAL GENERAL MEETING

APPENDIX I

The following are details of the Directors who will be proposed to be re-elected at the Special General Meeting:

NON-EXECUTIVE DIRECTOR

(1) Mr. Liang Jian Hua

Mr. Liang, aged 42, has around 21 years of working experience in trading and property investment. Currently, he is the vice president of Zhejiang Shunfeng Steel Co., Ltd.*（浙江舜豐鋼 鐵有限公司）and has been an executive director of Pacific Plywood Holdings Limited (a company listed on the Main Board with stock code: 767) (“PPHL”) since 29 April 2010 and an executive director of a wholly owned subsidiary of PPHL since 6 December 2010.

Save as disclosed above and as the Latest Practicable Date, Mr. Liang 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.

Mr. Liang does not have any other relationship with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules) or controlling Shareholders (as defined in the Listing Rules) and he does not have any interests in the Shares within the meaning of Part XV of the SFO.

Mr. Liang entered into an appointment letter with the Company on 29 January 2013 for an initial term of one year commencing from 29 January 2013, which is automatically renewable for successive terms of one year upon the expiry of the then current term. Mr. Liang is entitled to a director’s remuneration of HK$195,000 per annum, which is determined by the Board and reviewed by the remuneration committee of the Company with reference to the Company’s performance, the prevailing market rate and his duties and responsibilities in the Company. There is no service contract signed between Mr. Liang and the Company in relation to his appointment as a nonexecutive Director.

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

• For identification purposes only

– 14 –

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE SPECIAL GENERAL MEETING

APPENDIX I

INDEPENDENT NON-EXECUTIVE DIRECTORS

(2) Ms. Kwok Wing Kiu

Ms. Kwok, aged 28, has over 8 years of working experience in the media, marketing and advertising industry.

Ms. Kwok 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.

Ms. Kwok does not have any other relationship with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules) or controlling Shareholders (as defined in the Listing Rules) and she does not have any interests in the Shares within the meaning of Part XV of SFO.

Ms. Kwok entered into an appointment letter with the Company on 29 January 2013 for an initial term of one year commencing from 29 January 2013, which is automatically renewable for successive terms of one year upon the expiry of the then current term. Ms. Kwok is entitled to receive a director’s fee of HK$120,000 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. There is no service contract signed between Ms. Kwok and the Company in relation to her appointment as an independent non-executive Director.

As confirmed by Ms. Kwok and as far as the Board is aware, Ms. Kwok has met the independence criteria as set out in Rule 3.13 of the Listing Rules, and save as disclosed above and at the Latest Practicable Date, there are no other matters relating to the appointment of Ms. Kwok that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE SPECIAL GENERAL MEETING

APPENDIX I

(3) Mr. Ong King Keung

Mr. Ong, aged 37, is the chief financial officer and company secretary of Wonderful Sky Financial Group Holdings Limited (a company whose shares are listed on the Main Board with stock code: 01260). He is a member of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants. He holds a bachelor’s degree in Accountancy from The Hong Kong Polytechnic University and a master degree in Corporate Finance from the City University of Hong Kong. He has ample experience in auditing, financial management and initial public offering. Mr. Ong is also an independent non-executive director of China Water Affairs Group Limited, a company whose shares are listed on the Main Board.

Save as disclosed above and at the Latest Practicable Date, Mr. Ong 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.

Mr. Ong does not have any other relationship with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules) or controlling Shareholders (as defined in the Listing Rules) and she does not have any interests in the Shares within the meaning of Part XV of SFO.

Mr. Ong entered into an appointment letter with the Company on 1 March 2013 for an initial term of one year commencing from 1 March 2013, which is automatically renewable for successive terms of one year upon the expiry of the then current term. Mr. Ong will be entitled to receive a director’s fee of HK$120,000 per annum which is determined by the Board and reviewed by the remuneration committee of the Company with reference to his qualification and experience, his duties and responsibilities in the Company, the Company’s performance and the prevailing market situation. Save as disclosed above and at the Latest Practicable Date, there is no other service contract signed between Mr. Ong and the Company.

As confirmed by Mr. Ong and as far as the Board is aware, Mr. Ong has met the independence criteria as set out in Rule 3.13 of the Listing Rules, and save as disclosed above and at the Latest Practicable Date, there are no other matters relating to the appointment of Mr. Ong that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

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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 Falcon Room I, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Wednesday, 17 July 2013 at 10:00 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 RESOLUTIONS

1. “ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) approving the listing of, and granting the permission to deal in shares of HK$0.0025 each in the issued share capital of the Company on the Stock Exchange, on the business day following the day on which this resolution is passed by the shareholders of the Company, each of the issued and unissued shares of HK$0.01 each in the share capital of the Company be subdivided into four shares of HK$0.0025 each (the “ Share Subdivision ”) so that the authorized share capital of the Company will be HK$1,000,000,000 divided into 400,000,000,000 shares of HK$0.0025 each immediately upon the Share Subdivision becoming effective, and any director be and is hereby authorised to sign and execute such documents and do all such acts and things as he considers necessary, desirable or expedient in connection with the implementation of or giving effect to the Share Subdivision.”

• For identification purposes only

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NOTICE OF SPECIAL GENERAL MEETING

1. “ THAT Mr. Liang Jian Hua be re-elected as a non-executive director of the Company and the board of directors of the Company be authorized to fix his remuneration.”

2. “ THAT Ms. Kwok Wing Kiu be re-elected as an independent non-executive director of the Company and the board of directors of the Company be authorized to fix her remuneration.”

3. “ THAT Mr. Ong King Keung be re-elected as an independent non-executive director of the Company and the board of directors of the Company be authorized to fix his remuneration.”

By Order of the Board

China Environmental Energy Investment Limited Chen Tong

Chairman

Hong Kong, 2 July 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

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NOTICE OF SPECIAL GENERAL MEETING

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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