Dufu Liquor Group Limited — Proxy Solicitation & Information Statement 2018

Sep 13, 2018

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 you should take, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

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

MAJOR TRANSACTION IN RELATION TO THE DISPOSAL OF 23.53% ISSUED SHARE CAPITAL OF PURE POWER HOLDINGS LIMITED AND NOTICE OF SPECIAL GENERAL MEETING

Capitalised terms used in this cover page shall have the same meaning as those defined in this circular.

A notice convening the SGM to be held at 10:00 a.m. on Wednesday, 3 October 2018 at Falcon Room I, Basement, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong is set out on pages 17 to 18 of this circular. A form of proxy for use at the SGM is enclosed with this circular. 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 Level 22, Hopewell Centre, 183 Queen’s Road East, 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 and, in such event, the form of proxy shall be deemed to be revoked.

14 September 2018

• For identification purposes only

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1-3
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4-11
Appendix I – Financial information of the Group. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12-13
Appendix II – General information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14-16
Notice of Special General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17-18

– i –

DEFINITIONS

This document has both English and Chinese versions. Should there be any inconsistency between the Chinese and English versions, the English version shall prevail.

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

“associate(s)”

has the same meaning ascribed to it under the Listing Rules

“Board”

the board of Directors

“Business Day(s)” a day (other than a Saturday, Sunday or public holiday in Hong Kong) on which commercial banks are generally open for business in Hong Kong

• “CE Securities” C.E. SECURITIES AND ASSET MANAGEMENT LIMITED, an indirect wholly-owned subsidiary of the Company and is principally engaged in provision of financial advisory and intermediary services

“Company” China Environmental Energy Investment Limited（中國 環保能源投資有限公司*) (Stock code: 986), a company incorporated in Bermuda whose shares are listed on the Stock Exchange

• “Completion”

the completion of the Disposal

• “connected person(s)”

has the meaning ascribed to it under the Listing Rules

“Consideration” the consideration of HK$106,000,000 payable by the Purchaser to the Company for the Disposal pursuant to the SPA “Director(s)” director(s) of the Company

“Director(s)”

“Disposal” the disposal of the Sale Shares by the Company to the Purchaser pursuant to the SPA “Disposal Group” the Disposed Company and the Project Company

• “Disposal Group”

“Disposed Company” PURE POWER HOLDINGS LIMITED, a company incorporated in the British Virgin Islands with limited liability and an associated company of the Company

“Earnest Money”

HK$2,000,000 paid by the Purchaser to the Company as earnest money under the memorandum of understanding between the Company and the Purchaser dated 28 May 2018

– 1 –

DEFINITIONS

“Great Luck”

• GREAT LUCK FINANCE LIMITED, an indirect whollyowned subsidiary of the Company and is principally engaged in money lending business

• “Group”

the Company and its subsidiaries

• “HK$”

• Hong Kong dollar(s), the lawful currency of Hong Kong

• “Hong Kong”

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

• “Independent Third Party(ies)” third party(ies) and their ultimate beneficial owner(s) which are independent of the Company and its connected persons

• “Latest Practicable Date”

• 10 September 2018, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Nevada” the State of Nevada, U.S.

• “Oil & Gas Leases”

• three federal oil and gas leases with respective serial numbers NVN86605, NVN86657 and NVN86778 originally issued by U.S. and administered by the Bureau of Land Management of the Nevada State Office of U.S. and each carries a term of 10 years from 1 February 2009, 1 March 2009 and 1 April 2009 respectively, that entitle their holders the exclusive right to drill for, mine, extract, remove and dispose of all oil and gas (except helium) in parcels of lands in Nevada, subject to renewal or extension in accordance with the appropriate authority

• “Oil & Gas Rights”

• the exclusive right under the Oil & Gas Leases to drill for, mine, extract, remove and dispose of all oil and gas (except helium) in parcels of lands in Nevada

• “Project Company”

• Bright Sky Energy & Minerals, Inc., a company incorporated in Nevada on 15 June 2010 with limited liability

• “Purchaser”

• HONGKONG DRAGON WELL CO., LIMITED, a company incorporated in Hong Kong with limited liability

• “Sale Shares”

• 2,000 ordinary shares of US$1.00 each in the issued share capital of the Disposed Company, representing approximately 23.53% of the entire issued share capital of the Disposed Company as at the date of the SPA

– 2 –

DEFINITIONS

“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“SGM”	the special general meeting of the Company to be held
	at 10:00 a.m. on Wednesday, 3 October 2018 at Falcon
	Room I, Basement, Gloucester Luk Kwok Hong Kong, 72
	Gloucester Road, Wanchai, Hong Kong, to consider and, if
	appropriate, to approve the Disposal
“Share(s)”	ordinary share(s) of HK$0.10 each in the share capital of
	the Company
“Shareholder(s)”	shareholders of the Company
“SPA”	the sale and purchase agreement in respect of the sale and
	purchase of 23.53% of the entire issued share capital of the
	Disposed Company dated 21 June 2018
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“U.S.”	the United States of America
“%”	per cent.

• for identification purposes only

– 3 –

LETTER FROM THE BOARD

China Environmental Energy Investment Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 986)

Executive Directors: Ms. Zhou Yaying (Chairman) Mr. Wei Liang (Chief Executive Officer) Mr. Tang Wing Cheung Louis Ms. Hong Jingjuan

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Independent non-executive Directors: Mr. Tse Kwong Chan Mr. Yiu To Wa Mr. Lau Leong Yuen

Head Office and principal place of business: Room 910, 9/F Harbour Centre 25 Harbour Road, Wanchai Hong Kong

14 September 2018

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTION IN RELATION TO THE DISPOSAL OF 23.53% ISSUED SHARE CAPITAL OF PURE POWER HOLDINGS LIMITED AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 21 June 2018 in relation to the Disposal. On 21 June 2018 (after trading hours), the Company, as vendor, and the Purchaser entered into the SPA, pursuant to which the Company has conditionally agreed to sell and the Purchaser has conditionally agreed to purchase the Sales Shares at the Consideration of HK$106,000,000 payable by the Purchaser in accordance with the terms and conditions of the SPA.

• For identification purposes only

– 4 –

LETTER FROM THE BOARD

The purpose of this circular is to provide Shareholders with information in respect of the resolutions to be proposed at the SGM for (i) further details of the SPA and the transactions contemplated thereunder and (ii) other information as required under the Listing Rules.

The SPA

The principal terms and conditions of the SPA are as follows: –

Date

21 June 2018

Parties

(i) the Company

(ii) the Purchaser

The Purchaser is an investment holding company incorporated in Hong Kong. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Purchaser and its ultimate beneficial owner(s) are Independent Third Parties as at the Latest Practicable Date.

Assets to be disposed

Pursuant to the SPA, the Company has conditionally agreed to sell and the Purchaser has conditionally agreed to purchase the Sale Shares, being 2,000 ordinary shares in the issued share capital of the Disposed Company, representing approximately 23.53% of the entire issued share capital in the Disposed Company.

Detailed information of the Disposed Group is included under the section headed “Information on the Disposal Group” in this circular.

Consideration

Pursuant to the SPA, the Consideration of HK$106,000,000.00 shall be settled by cash in the following manner: –

• (a) the Earnest Money has been paid by the Purchaser which shall form part of the Consideration;

• (b) the first instalment in the sum of HK$3,000,000.00 shall be paid within 5 days from the date of the SPA;

• (c) the second instalment in the sum of HK$3,000,000.00 shall be paid on or before 31 July 2018;

– 5 –

LETTER FROM THE BOARD

• (d) the third instalment in the sum of HK$2,000,000.00 shall be paid on or before 31 August 2018; and

• (e) the balance of Consideration in the sum of HK$96,000,000.00 shall be paid within 1 month after the date of Completion.

Basis of the Consideration

The Consideration was determined among the company and the Purchaser after arm’s length negotiations and on normal commercial terms, taking into account the fair value of the Group’s interest in the Oil & Gas Leases held by the Project Company.

The fair value of the Oil & Gas Leases has been valued by an independent professional valuer, as determined with reference to the fair value of the Oil & Gas Leases as at 31 May 2018. The fair value of the Oil & Gas Leases was approximately US$58 million (equivalent to approximately HK$450 million). Therefore, the fair value of the Sale Shares was approximately HK$106 million.

In view of the above, the Board considers that the Consideration is fair and reasonable and is in the interests of the Company and the Shareholders as a whole.

Conditions Precedent

Completion is conditional upon the following conditions being fulfilled:

• (a) all requisite consents, authorisations and approvals (or, as the case may be, the relevant waiver) in connection with the entering into and performance of the terms of the SPA having been obtained by the respective parties to the SPA (including but not limited to the necessary consent from the Stock Exchange, if any);

• (b) the passing of the necessary resolution(s) by the Shareholders (other than those who are required to abstain from voting under the Listing Rules and the applicable laws, rules and regulations) in general meeting of the Company to approve, inter alia, in accordance with the requirements of the Listing Rules and the applicable laws and regulations, the SPA and the transactions contemplated therein or incidental to the SPA;

• (c) the compliance of any other requirements under the Listing Rules or otherwise of the Stock Exchange or other regulatory authorities or any applicable laws and regulations which requires compliance by the Company or the Disposed Company at any time prior to Completion in relation to the transactions contemplated under the SPA and the uninterrupted continuation of the current rights and business of the Disposed Company after Completion; and

• (d) all third party consents and waivers required to be obtained by the Company or the Disposed Company having been obtained in connection with the transactions contemplated under the SPA.

– 6 –

LETTER FROM THE BOARD

None of the conditions above can be waived. If all the above conditions shall not have been fulfilled within six (6) months from the date of the SPA, the SPA shall be terminated forthwith, whereupon the Company shall return the Earnest Money and all instalments paid by the Purchaser to the Purchaser and each party to the SPA shall have no liability to the other party save and except for any antecedent breaches of the terms in the SPA.

Completion

Completion shall take place on the first Business Day after the date on which all the above conditions are fulfilled or such other date as the parties to the SPA may agree in writing.

INFORMATION ON THE DISPOSAL GROUP

The Disposed Company

The Disposed Company is an investment holding company incorporated in the British Virgin Islands on 1 April 2010 with limited liability. As at the Latest Practicable Date, the Company owns 4,200 ordinary shares of US$1.00 each in the issued share capital of the Disposed Company, representing approximately 49.41% of the entire issued share capital of the Disposed Company.

The Project Company

The Project Company is a company incorporated in Nevada on 15 June 2010 with limited liability and is wholly owned by the Disposed Company. As at the Latest Practicable Date, the principal assets of the Project Company are the Oil & Gas Rights under the Oil & Gas Leases.

The Project Company is principally engaged in the exploration and exploitation of natural resources in U.S.. The Project Company’s leasehold interest in the Oil & Gas Leases entitles the Project Company to receive 100% of the oil and gas (except helium) produced under the Oil & Gas Leases, subject to outstanding royalties. The Oil & Gas Leases carry a ten primary year term.

The Project Company has drilled a well in December 2015 and an oil sample testing has been performed. Up to the Latest Practicable Date, the Project Company did not yet commence the extraction of oil or gas.

Upon Completion, the Company will be effectively interested in approximately 25.88% of the entire issued share capital of the Project Company through the Disposed Company, and the Disposed Company will remain as an associated company of the Company.

– 7 –

LETTER FROM THE BOARD

Previous Acquisitions

The Company acquired the approximately 49.41% of the issued share capital of the Disposed Company pursuant to two prior acquisition agreements and their major terms are as follows: –

First Acquisition Agreement

Date: 20 January 2014 Parties: (i) the Company (ii) Fortune Glow Limited, a company incorporated in the British Virgin Islands Assets acquired: 850 shares of US$1.0 each in the issued share capital of the Disposed Company, representing 10% of the issued share capital of the Disposed Company

Consideration: HK$125,000,000

Second Acquisition Agreement

Date: 20 November 2015 Parties: (i) the Company (ii) Soar Power Limited, a company incorporated in the British Virgin Islands (iii) Loyal Charm Limited, a company incorporated in the British Virgin Islands (iv) Hover Max Limited, a company incorporated in the British Virgin Islands

Assets acquired: 3,350 shares of US$1.0 each in the issued share capital of the Disposed Company, representing approximately 39.41% of the issued share capital of the Disposed Company

Consideration: HK$163,000,000

Since the completion of the second acquisition took place on 29 January 2016, the Disposal Group has been accounted for as an associate company and its financial results have been recognised in the consolidated financial statements of the Company under equity method.

Details of the above two acquisitions are disclosed in the Company’s announcements dated 24 January 2014 and 20 November 2015, respectively.

– 8 –

LETTER FROM THE BOARD

Financial information on the Disposal Group

The Disposal Group comprises the Disposed Company which in turn holds 100% equity interest in the Project Company. Each of their financial information is illustrated below separately.

As at 31 March 2018, the unaudited net assets of the Disposed Company and the Project Company were approximately US$8,500 (equivalent to approximately HK$66,000) and US$47,575,000 (equivalent to approximately HK$368,706,000) respectively.

The Disposed Company did not record any revenue nor profit/loss (both before and after tax) for the years ended 31 March 2017 and 2018.

Set out below is a summary of the unaudited financial information on the Project Company for the years ended 31 March 2017 and 2018:

	For the year ended	For the year ended	For the year ended	For the year ended
	31 March	2017	31 March	2018
		(HK$		(HK$
	US$	equivalent)	US$	equivalent)
Net loss before tax	(842,658)	(6,531,000)	(756,328)	(5,862,000)
Net loss after tax	(842,658)	(6,531,000)	(756,328)	(5,862,000)

FINANCIAL EFFECTS OF THE DISPOSAL AND USE OF PROCEEDS

The Consideration represents a premium of approximately 12.3% over the carrying value of the Sale Shares of the Company as of 31 March 2018 (i.e. approximately HK$94,424,000).

Based on the carrying value of the Sale Shares of the Company as at 31 March 2018, it is estimated that the Group will record a gain of approximately HK$10,876,000 (before tax) from the Disposal after deducting the expenses attributable to the Disposal of approximately HK$700,000. Shareholders should note that the actual amount of the gain or loss (as the case may be) on the Disposal to be recognised in the consolidated financial statements of the Company depends on the net asset value of the Disposal Group attributable to the Company as at the date of Completion and therefore may be different from the amount mentioned above.

Upon the completion of the Disposal, the total current assets of the Group will increase by approximately HK$105,300,000; the total non-current assets will decrease by HK$94,424,000; and the total equity of the Group will increase by approximately HK$10,876,000 while there will be no impact on the total liabilities of the Group.

Upon Completion, the Disposed Company will remain as an associated company of the Company.

Upon Completion, the gross and net proceeds that arise from the Consideration from the Disposal will be approximately HK$106,000,000 and HK$105,300,000 respectively. The Board intends to apply the net proceeds from the Disposal approximately HK$28,300,000 for the general working capital of the Group, trading of gold and diamond business and/or acquisition purpose if opportunity arises; approximately HK$10,000,000 for financial services business; and approximately HK$67,000,000 for money lending business.

– 9 –

LETTER FROM THE BOARD

CE Securities is a licensed corporation carrying out type 1 (dealing in securities), type 4 (advising on securities) and type 9 (asset management) regulated activities under the SFO. Following the launch of Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect, it is expected that the securities market in Hong Kong would benefit from such mutual market access schemes which would facilitate inflow of capital into the securities market in Hong Kong and bring a positive impact to the stock market turnover in the long run. The Group is aware of the opportunities offered by such schemes, and has intended to invest additional capital and resources in developing the Group’s securities brokerage business so it would be in a position to benefit from the increased turnover in the stock market in the long run. As at the Latest Practicable Date, the current scale and size of capital of CE Securities is insufficient to enable its application for the provision of margin financing. In order to apply for the provision of margin financing such that the businesses of CE Securities will be benefited from interest income generated from such provision and associated commission on trading in securities from its clients and comply with the requirements under the Securities and Futures (Financial Resources) Rules (Chapter 571N of the Laws of Hong Kong) for the provision of margin financing, CE Securities has to increase its share capital significantly and also expand its business scale in the future.

Great Luck holds a money lenders licence under Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong). The management of the Company considers that the money lending sector in Hong Kong is positive and growing. The total loans and advances in Hong Kong presented a positive growth in the past 6 years, increasing from approximately HK$5,569 billion in 2012 to approximately HK$9,314 billion in 2017, representing a compound annual growth rate of approximately 10.83%, indicating a continuous trend of strong demand in loans in Hong Kong.

Sufficient funding is a key to successful money lending business and financial services business. Therefore, the Group will input these funding to develop the money lending business and financial services business.

REASONS FOR THE DISPOSAL

The Group is principally engaged in the businesses of online products sales, provision of marketing, web design and maintenance services, trading and sale of gold and diamond, provision of loans as money lending and provision of financial advisory and intermediary services.

The Board is considering streamlining the principal activities of the Group and it is in the interest of the Company as a whole to focus its resources in pursuing development opportunities on the principal business of the Group. While the retention of 25.88% interest in the Disposed Company will enable the Group to capture investment returns in the energy sector. Hence, the entering into of the SPA is in line with the strategy of the Group as mentioned above.

The Directors consider that the Disposal contemplated by the SPA are on normal commercial terms and the terms of the SPA are fair and reasonable and are in the interests of the Company and its Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

As one or more of the applicable percentage ratios (as defined in the Listing Rules) in respect of the Disposal exceeds 25% but all of them are less than 75%, the Disposal constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement and Shareholders’ approval requirements.

– 10 –

LETTER FROM THE BOARD

GENERAL

A notice convening the SGM to be held at 10:00 a.m. on Wednesday, 3 October 2018 at Falcon Room I, Basement, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong is set out on pages 17 to 18 of this circular. A form of proxy for use at the SGM is enclosed with this circular. 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 Level 22, Hopewell Centre, 183 Queen’s Road East, 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 and, in such event, the form of proxy shall be deemed to be revoked.

The SGM will be convened and held for the Shareholders to consider and, if thought fit, approve the SPA and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, and having made all reasonable enquiries, as at the Latest Practicable Date, no Shareholder or any of its close associates has any material interest in the SPA and the transactions contemplated thereunder. Accordingly, no Shareholder is required to abstain from voting on the resolution to approve the SPA and the transactions contemplated thereunder at the SGM.

As Completion is subject to the fulfilment of a number of conditions precedent, the Disposal may or may not be completed. Shareholders and potential investors should exercise caution when dealing in the Shares.

RECOMMENDATION

The Directors consider that the transactions contemplated under the SPA are on normal commercial terms and the terms of the SPA are fair and reasonable and are in the interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend Shareholders to vote in favour of the ordinary resolution to be proposed at the SGM to approve the Disposal.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

Yours faithfully, By order of the Board Zhou Yaying Chairman

– 11 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. THREE YEARS’ SUMMARY OF FINANCIAL RESULTS

Financial information of the Group for each of the three years ended 31 March 2016, 2017 and 2018 are disclosed in the following documents which have been published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (www.986.com.hk) respectively:

• annual report of the Company for the year ended 31 March 2016 published on 28 July 2016 (pages 33 to 126)

• annual report of the Company for the year ended 31 March 2017 published on 27 July 2017 (pages 44 to 130)

• annual report of the Company for the year ended 31 March 2018 published on 24 July 2018 (pages 45 to 130)

2. STATEMENT OF INDEBTEDNESS

As at the close of business on 31 July 2018, the Group had outstanding borrowings of approximately HK$12,525,000, comprising (1) unsecured other borrowings of approximately HK$2,200,000; and (2) unsecured unconvertible bonds of approximately HK$10,325,000.

Save as aforesaid and apart from intra-group liabilities and normal trade payables, the Group did not have: (a) any other debt securities issued and outstanding, and authorised or otherwise created but unissued; (b) any other term loans (whether guaranteed, unguaranteed, secured or unsecured); (c) any other borrowings or indebtedness in the nature of borrowing including bank overdrafts and liabilities under acceptances (other than normal trade bills) or acceptance credits or hire purchase commitments; (d) any other mortgages or charges; or (e) any other material guarantees or contingent liabilities as at 31 July 2018. The Directors have confirmed that there have been no material changes in the indebtedness and contingent liabilities of the Group since 31 July 2018, up to and including the Latest Practicable Date.

3. WORKING CAPITAL

The Directors, after due and careful enquiry, are of the opinion that the working capital available to the Group is sufficient for the Group’s requirements for at least the next 12 months from the date of publication of this circular in the absence of unforeseen circumstances after taking into account (i) the internal resources of the Group; and (ii) the Disposal.

4. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 March 2018, being the date to which the latest published audited consolidated financial statements of the Company were made up.

– 12 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

5. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

The Group is principally engaged in the businesses of online products sales, provision of marketing, web design and maintenance services, trading of gold and diamond, money lending and financial services.

The Directors will continue to enhance the Group’s businesses through review of its existing business portfolio from time to time and also seek suitable investment opportunities in the long run so as to broaden the source of income of the Group and diversify the Group’s business portfolio. For its existing businesses, the Group will allocate more resources to develop those businesses with high growth potential and will consider to divest those businesses with losses or facing intensive competition. In any potential acquisition, the Group will evaluate the management of the target to be acquired as well as the intrinsic value of the acquisition, with an overall goal and strategy to acquire businesses with high intrinsic value at attractive prices.

– 13 –

GENERAL INFORMATION

APPENDIX II

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors 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 circular 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 circular misleading.

2. DIRECTORS’ INTERESTS AND SHORT POSITIONS IN THE SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY

As at the Latest Practicable Date, the interest or short position of the Directors or chief executive of the Company in the shares, underlying shares or debentures of the Company or any of its associated corporation (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he/she was deemed or taken to have under such provisions of the SFO) or which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers, to be notified to the Company and the Stock Exchange were as follows:

Long position in shares and underlying shares of the Company

			Approximate
			percentage of
	Capacity/Nature of	Number of	total
Name of Director	interest	Shares	shareholding
Zhou Yaying	Beneficial owner	4,371,386	0.77%

Save as disclosed above, as at the Latest Practicable Date, none of the directors or chief executive of the Company had any interest or short position in the shares, underlying shares or debentures of the Company or any of its associated corporation (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he/she was deemed or taken to have under such provisions of the SFO) or which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers, to be notified to the Company and the Stock Exchange.

– 14 –

GENERAL INFORMATION

APPENDIX II

As at the Latest Practicable Date, none of the Directors was a director or employee of a company which had an interest or short position in the Shares and underlying Shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

3. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service agreement with any member of the Group which will not expire or is not determinable within one year without payment of compensation other than statutory compensation.

4. DIRECTORS’ INTERESTS IN THE GROUP’S ASSETS OR CONTRACTS OR ARRANGEMENTS SIGNIFICANT TO THE GROUP

As at the Latest Practicable Date, none of the Directors had any interest in any assets which have been, since 31 March 2018 (being the date to which the latest published audited accounts of the Company were made up), acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

None of the Directors was materially interested in any contract or arrangement, subsisting at the Latest Practicable Date, which is significant to the business of the Group.

5. DIRECTORS’ INTERESTS IN COMPETING BUSINESS

As at the Latest Practicable Date, none of the Directors or their respective close associates (as defined under the Listing Rules) had any interest in the businesses, other than being a Director, which compete or are likely to compete, either directly or indirectly, with the businesses of the Group pursuant to Rule 8.10 of the Listing Rules.

6. MATERIAL CONTRACTS

As at the Latest Practicable Date, the following contracts (not being contracts in the ordinary course of business of the Company) have been entered into by members of the Group within two years immediately preceding the Latest Practicable Date which are or may be material:

• (i) the SPA;

• (ii) a deed of settlement between the Company and Mr. Wong Him Shun Philip dated 31 October 2017 in relation to the settlement of certain promissory notes and interest thereon upon the terms thereunder;

• (iii) a deed of settlement between the Company and Mr. Xiong Wei dated 11 July 2017 in relation to the settlement of certain promissory notes and interest thereon upon the terms thereunder; and

• (iv) a subscription agreement between Orient Time Investment Limited, a wholly-owned subsidiary of the Company, and Henghua Global Fund SPC pursuant to the terms and conditions of the private placement memorandum in respect of Henghua Global New Opportunity Fund SP II.

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GENERAL INFORMATION

APPENDIX II

7. LITIGATIONS

So far as the Directors are aware, neither the Company nor any of its subsidiaries was engaged in any litigation or arbitration of material importance and no litigation or arbitration of material importance was pending or threatened against the Company or any of its subsidiaries as at the Latest Practicable Date.

8. GENERAL

The registered office of the Company is situated at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.

The head office and principal place of business of the Company in Hong Kong is situated at Room 910, 9/F., Harbour Centre, 25 Harbour Road, Wanchai, Hong Kong.

The Company’s branch share registrar in Hong Kong is Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

The secretary of the Company is Mr. Chan Kin Ming, who is a member of the Hong Kong Institute of Certified Public Accountants.

The English text of this circular shall prevail over the Chinese text, in the event of inconsistency.

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours at the head office and principal place of business of the Company in Hong Kong at Room 910, 9/F., Harbour Centre, 25 Harbour Road, Wanchai, Hong Kong from the date of this circular up to and including the date of the SGM:

• a. the memorandum of association and bye-laws of the Company;

• b. the material contracts referred to in the paragraph headed “Material Contracts” in this appendix;

• c. the annual reports of the Company for the years ended 31 March 2017 and 2018 respectively; and

• d. this circular.

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NOTICE OF SPECIAL GENERAL MEETING

China Environmental Energy Investment Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 986)

NOTICE IS HEREBY GIVEN that a special general meeting of China Environmental Energy Investment Limited (the “ Company ”) will be held on 10:00 a.m. on Wednesday, 3 October 2018 at Falcon Room I, Basement, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong for the purpose of considering and, if thought fit, passing the following resolution:

ORDINARY RESOLUTION

“ THAT

• (a) the sale and purchase agreement dated 21 June 2018 entered into between the Company, as vendor, and HONGKONG DRAGON WELL CO., LIMITED, as purchaser in relation to the disposal of 2,000 ordinary shares in the issued share capital of PURE POWER HOLDINGS LIMITED (the “ Disposed Company ”), representing approximately 23.53% of the entire issued share capital in the Disposed Company (a copy of which has been produced to the Meeting and marked “A” and initiated by the chairman of the SGM for the purpose of identification) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

• (b) any one of the Directors be and is hereby authorised to do all such acts, deeds and things and to sign and execute all such documents, including under seal where applicable, on behalf of the Company, as he may, in his absolute discretion, consider necessary, desirable or expedient to implement and give effect to the Subscription Agreement and the transactions contemplated thereunder.”

Yours faithfully By order of the Board

China Environmental Energy Investment Limited Zhou Yaying Chairman

Hong Kong, 14 September 2018

As at the date of this announcement, the Board comprises four executive Directors, namely Ms. Zhou Yaying, Mr. Wei Liang, Mr. Tang Wing Cheung Louis and Ms. Hong Jingjuan; and three independent non-executive Directors, namely Mr. Tse Kwong Chan, Mr. Yiu To Wa and Mr. Lau Leong Yuen.

In the case of inconsistency, the English text of this notice shall prevail over the Chinese text.

• For identification purposes only

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NOTICE OF SPECIAL GENERAL MEETING

Notes:

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

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

3. Any shareholder of the Company entitled to attend and vote at the SGM convened by the above notice shall be entitled to appoint another person as his proxy to attend and vote on behalf of him. A proxy needs not be a shareholder of the Company. A shareholder of the Company who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf. If more than one proxy are so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

4. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power of attorney or authority, must be deposited at the Hong Kong branch share registrar of the Company, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding of the above SGM 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 SGM 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.

5. Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the SGM convened or at any adjourned meeting (as the case may be) and in such event, the form of proxy will be deemed to be revoked.

6. Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she/it were solely entitled thereto, but if more than one of such joint holders are present at the SGM, whether in person or by proxy, priority shall be determined by the order in which the names stand on the register of members of the Company in respect of the joint holding.

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