Dufu Liquor Group Limited — Proxy Solicitation & Information Statement 2014

Feb 14, 2014

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

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 Tuesday, 4 March 2014 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 conditionally upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of, and permission to deal in, new shares of the Company which may fall to be issued pursuant to any exercise of subscription rights attaching to the 1st Tranche Warrants (as hereinafter defined), the directors of the Company (the “ Directors ”) be and are hereby authorized:

   • (a) to create and issue up to 201,799,680 units of warrants (the “ 1st Tranche Warrants ”) which shall be in registered form and shall be exercisable at any time between the first day of issue (which is expected to be on 28 March 2014) and 27 March 2015, both days inclusive, to subscribe at an initial subscription price of HK$0.1302 per share of the Company, subject to adjustments, for shares in the capital of the Company on the terms and conditions set out in the draft 1st Tranche Warrant instrument, a copy of which has been produced to the Meeting marked

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“A” and signed for the purpose of identification by the Chairman of the Meeting, and to issue the same by way of bonus to and among the persons who were registered as shareholders of the Company at the close of business on 11 March 2014 (the “ 1st Tranche Record Date ”) on the basis of one (1) 1st Tranche Warrant for every twenty three (23) shares of the Company then held carrying the right to subscribe for one share in the capital of the Company provided that:

  - (i) in the case of persons whose registered addresses as shown in the register of members of the Company on the 1st Tranche Record Date are in any places other than Hong Kong, then unless the Directors shall resolve otherwise, the relevant 1st Tranche Warrants shall not be issued to such persons; and 

  - (ii) no fractional entitlements to 1st Tranche Warrants shall be issued as aforesaid; 

• (b) to issue and allot new shares in the capital of the Company arising from the exercise of subscription rights under the 1st Tranche Warrants or any of them; and

• (c) to do all such acts and things as they consider necessary or expedient to give effect to the foregoing arrangements.”

1. “ THAT , subject to and conditionally upon the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, new shares of the Company which may fall to be issued pursuant to any exercise of subscription rights attaching to the 2nd Tranche Warrants (as hereinafter defined), the Directors be and are hereby authorized:

   • (a) to create and issue up to 210,573,579 units of warrants (the “ 2nd Tranche Warrants ”) which shall be in registered form and shall be exercisable at any time between the first day of issue (which is expected to be on 27 June 2014) and 26 June 2015, both days inclusive, to subscribe at a subscription price to be determined (details as set out in the circular of the Company dated 17 February 2014), subject to adjustments, for shares in the capital of the Company on the terms and conditions set out in the draft 2nd Tranche Warrant instrument, a copy of which has been produced to the Meeting marked “B” and signed for the purpose of identification by the Chairman of the Meeting, and to issue the same by way

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of bonus to and among the persons who were registered as shareholders of the Company at the close of business on 30 May 2014 (the “ 2nd Tranche Record Date ”) on the basis of one (1) 2nd Tranche Warrant for every twenty three (23) shares of the Company then held carrying the right to subscribe for one share in the capital of the Company provided that:

  - (i) in the case of persons whose registered addresses as shown in the register of members of the Company on the 2nd Tranche Record Date are in any places other than Hong Kong, then unless the Directors shall resolve otherwise, the relevant 2nd Tranche Warrants shall not be issued to such persons; and 

  - (ii) no fractional entitlements to 2nd Tranche Warrants shall be issued as aforesaid; 

• (b) to issue and allot new shares in the capital of the Company arising from the exercise of subscription rights under the 2nd Tranche Warrants or any of them; and

• (c) to do all such acts and things as they consider necessary or expedient to give effect to the foregoing arrangements.”

1. “ THAT , subject to and conditionally upon the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, new shares of the Company which may fall to be issued pursuant to any exercise of subscription rights attaching to the 3rd Tranche Warrants (as hereinafter defined), the Directors be and are hereby authorized:

   • (a) to create and issue up to 219,728,952 units of warrants (the “ 3rd Tranche Warrants ”) which shall be in registered form and shall be exercisable at any time between the first day of issue (which is expected to be on 26 September 2014) and 25 September 2015, both days inclusive, to subscribe at a subscription price to be determined (details as set out in the circular of the Company dated 17 February 2014), subject to adjustments, for shares in the capital of the Company on the terms and conditions set out in the draft 3rd Tranche Warrant instrument, a copy of which has been produced to the Meeting marked “C” and signed for the purpose of identification by the Chairman of the Meeting, and to issue the same by way

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of bonus to and among the persons who were registered as shareholders of the Company at the close of business on 29 August 2014 (the “ 3rd Tranche Record Date ”) on the basis of one (1) 3rd Tranche Warrant for every twenty three (23) shares of the Company then held carrying the right to subscribe for one share in the capital of the Company provided that:

  - (i) in the case of persons whose registered addresses as shown in the register of members of the Company on the 3rd Tranche Record Date are in any places other than Hong Kong, then unless the Directors shall resolve otherwise, the relevant 3rd Tranche Warrants shall not be issued to such persons; and 

  - (ii) no fractional entitlements to 3rd Tranche Warrants shall be issued as aforesaid; 

• (b) to issue and allot new shares in the capital of the Company arising from the exercise of subscription rights under the 3rd Tranche Warrants or any of them; and

• (c) to do all such acts and things as they consider necessary or expedient to give effect to the foregoing arrangements.”

1. “ THAT , subject to and conditionally upon the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, new shares of the Company which may fall to be issued pursuant to any exercise of subscription rights attaching to the 4th Tranche Warrants (as hereinafter defined), the Directors be and are hereby authorized:

   • (a) to create and issue up to 229,282,385 units of warrants (the “ 4th Tranche Warrants ”) which shall be in registered form and shall be exercisable at any time between the first day of issue (which is expected to be on 24 December 2014) and 23 December 2015, both days inclusive, to subscribe at a subscription price to be determined (details as set out in the circular of the Company dated 17 February 2014), subject to adjustments, for shares in the capital of the Company on the terms and conditions set out in the draft 4th Tranche Warrant instrument, a copy of which has been produced to the Meeting marked “D” and signed for the purpose of identification by the Chairman of the Meeting, and to issue the same

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by way of bonus to and among the persons who were registered as shareholders of the Company at the close of business on 28 November 2014 (the “ 4th Tranche Record Date ”) on the basis of one (1) 4th Tranche Warrant for every twenty three (23) shares of the Company then held carrying the right to subscribe for one share in the capital of the Company provided that:

• (i) in the case of persons whose registered addresses as shown in the register of members of the Company on the 4th Tranche Record Date are in any places other than Hong Kong, then unless the Directors shall resolve otherwise, the relevant 4th Tranche Warrants shall not be issued to such persons; and

• (ii) no fractional entitlements to 4th Tranche Warrants shall be issued as aforesaid;

• (b) to issue and allot new shares in the capital of the Company arising from the exercise of subscription rights under the 4th Tranche Warrants or any of them; and

• (c) to do all such acts and things as they consider necessary or expedient to give effect to the foregoing arrangements.”

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

Hong Kong, 17 February 2014

Registered office: Clarendon House Room 2211, 22/F 2 Church Street Lippo Centre Hamilton HM 11 Tower Two Bermuda 89 Queensway Hong Kong

Head office and principal place of business:

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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.

As at the date of this notice, the Board comprises four executive Directors, namely Ms. Chen Tong (Chairman), Ms. Chan Ching Ho, Kitty, Mr. Xiang Liang and Ms. Li Lin; two non-executive Directors, namely Ms. Yao Zhengwei and Mr. Wang Zhenghua; and three independent non-executive directors, namely Mr. Ong King Keung, Mr. Tse Kwong Chan and Ms. Zhou Jue.

• For identification purposes only

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