ENN Energy Holdings Limited — Proxy Solicitation & Information Statement 2016

Apr 7, 2016

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 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 your shares in ENN Energy Holdings Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale was effected for transmission to the purchaser or the 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.

This circular includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to ENN Energy Holdings Limited. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

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(incorporated in the Cayman Islands with limited liability) (Stock Code: 2688)

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE ITS OWN SHARES, RE-ELECTION OF RETIRING DIRECTORS, PROPOSED FINAL DIVIDEND AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of ENN Energy Holdings Limited to be held at Tianshan Room, Level 5 Island Shangri-La Hotel, Two Pacific Place, Supreme Court Road, Central, Hong Kong, on Tuesday, 31 May 2016 at 11:00 a.m. is set out on pages 13 to 18 of this Circular.

Whether or not you propose to attend the meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude shareholders from attending and voting at the meeting, or any adjourned meeting, should they so wish.

8 April 2016

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Buyback Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Proposed Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Voting by way of poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I — Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II — Information of Retiring Directors Proposed for re-election . . . .	11
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

DEFINITIONS

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

• “Annual General Meeting”

• the annual general meeting of the Company to be held at Tianshan Room, Level 5, Island Shangri-La Hotel, Two Pacific Place, Supreme Court Road, Central, Hong Kong, on Tuesday, 31 May 2016 at 11:00 a.m.

• “Articles of Association”

• the articles of association of the Company, as originally adopted or as from time to time altered in accordance with the Companies Law (Chapter 22) of the Cayman Islands or any applicable laws

• “Benchmarked Price”

the price which is the higher of:

• (i) the closing price of the shares of the Company as quoted on the Stock Exchange on the date of the agreement involving the relevant proposed issue of shares of the Company; or

• (ii) the average closing price as quoted on the Stock Exchange of the shares of the Company for the five trading days immediately preceding the earlier of:

  • (A) the date of announcement of the transaction or arrangement involving the relevant proposed issue of shares of the Company;

  • (B) the date of the agreement involving the relevant proposed issue of shares of the Company; or

  • (C) the date on which the price of the shares of the Company that are proposed to be issued is fixed.

• “Board”

the board of Directors

• “Buyback Mandate”

the proposed general mandate authorising the Directors to exercise the power of the Company to repurchase Shares up to a maximum of 10% of the total number of issued Shares of the Company as at the date of passing of the resolution approving the Buyback Mandate

– 1 –

DEFINITIONS

“Company” ENN Energy Holdings Limited, an exempted company incorporated in the Cayman Islands on 20 July 2000 with limited liability which listed on the Main Board

• “Director(s)” the director(s) of the Company

• “EGII” ENN Group International Investment Limited

• “Group” the Company and its subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Issue Mandate” the proposed general mandate authorising the Directors to allot, issue and deal with Shares not exceeding 10% of total number of the issued Shares of the Company as at the date of passing of the resolution approving the Issue Mandate

• “Latest Practicable Date”

• 6 April 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

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

• “PRC”

• the People’s Republic of China

• “SFO”

• the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Share(s)”

• ordinary share(s) of HK$0.10 each in the share capital of the Company (or of such other nominal amount as shall result from a sub-division, consolidation, reclassification or reconstruction of the share capital of the Company from time to time)

• “Shareholder(s)” registered holder(s) of Shares

• “Stock Exchange”

• The Stock Exchange of Hong Kong Limited

• “Takeovers Code”

• the Hong Kong Codes on Takeovers and Mergers and Share Buy-backs

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “%”

• per cent.

– 2 –

LETTER FROM THE BOARD

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(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2688)

Executive Directors: Mr. WANG Yusuo (Chairman) Mr. CHEUNG Yip Sang (Vice Chairman) Mr. HAN Jishen (President) Mr. WANG Dongzhi (Chief Financial Officer) Mr. YU Jianchao

Non-executive Directors: Mr. WANG Zizheng Mr. JIN Yongsheng

Independent Non-executive Directors: Ms. YIEN Yu Yu, Catherine Mr. MA Zhixiang Mr. YUEN Po Kwong Mr. LAW Yee Kwan, Quinn

Registered Office: Ugland House P.O. Box 309 South Church Street George Town Grand Cayman Cayman Islands British West Indies

Principal place of business in Hong Kong: Rooms 3101–04, 31st Floor Tower One, Lippo Centre 89 Queensway Hong Kong

Head office in the PRC: Building A, ENN Industrial Park Xinyuan DongDao Road Economic and Technological Development Zone Langfang City Hebei Province The PRC 8 April 2016

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE ITS OWN SHARES, RE-ELECTION OF RETIRING DIRECTORS, PROPOSED FINAL DIVIDEND AND NOTICE OF ANNUAL GENERAL MEETING

– 3 –

LETTER FROM THE BOARD

INTRODUCTION

The purpose of this circular is to provide you with information regarding (i) the proposed renewal of the general mandates to allot, issue and deal with Shares and to repurchase its own Shares, (ii) the proposed re-election of retiring Directors and (iii) the proposed final dividend, and to seek your approval of the relevant ordinary resolutions relating to (i), (ii) and (iii) at the Annual General Meeting.

ISSUE MANDATE

On 29 May 2015, the Shareholders passed an ordinary resolution to give a general mandate to the Directors to allot, issue and deal with Shares. Such general mandate will lapse at the conclusion of the Annual General Meeting. It is therefore proposed to renew such general mandate at the Annual General Meeting.

Ordinary resolutions will be proposed at the Annual General Meeting to grant to the Directors the Issue Mandate, details of which are set out in ordinary resolutions numbered 5 in the notice of Annual General Meeting. Subject to the passing of the ordinary resolution granting the Issue Mandate to issue new Shares and on the basis that no further Shares are issued or repurchased prior the Annual General Meeting, the Company would be allowed under such Issue Mandate to issue a maximum of 108,255,939 Shares representing 10% of the issued Shares of the Company as at the date of passing of the ordinary resolution approving the Issue Mandate.

Regarding this resolution, the Company acknowledges the concern of minority Shareholders with respect to possible dilution of their shareholding interests resulting from the exercise of the general mandate to issue shares, and has reaffirmed its commitment to use the mandate sparingly and in the interest of all our Shareholders. Accordingly, the Board has continued to propose to limit the general mandate to 10% of the issued Shares of the Company (rather than 20% by the Listing Rules) as at the date of the Resolution passed by the Shareholders, and that any shares of the Company to be allotted and issued pursuant to this general mandate shall not be at a discount of more than 10% (rather than 20% as limited under the Listing Rules) of the Benchmarked Price of such shares of the Company. The Directors believe that it is in the best interests of the Company and its Shareholders to have a general authority from Shareholders to enable the Directors to issue shares for flexibility in raising capital as and when needed.

BUYBACK MANDATE

Also on 29 May 2015, the Shareholders passed an ordinary resolution to give a general mandate to the Directors to exercise the powers of the Company to repurchase its own Shares. Such general mandate will lapse at the conclusion of the Annual General Meeting. It is therefore proposed to renew such general mandate at the Annual General Meeting.

An ordinary resolution will be proposed at the Annual General Meeting to grant to the Directors the Buyback Mandate, details of which are set out in ordinary resolution numbered 6 in the notice of Annual General Meeting. On the basis that no further Shares

– 4 –

LETTER FROM THE BOARD

are issued or repurchased prior to the Annual General Meeting, the Shares which may be repurchased pursuant to the Buyback Mandate are limited to a maximum of 108,255,939 Shares representing 10% of the total number of Shares of the Company as at the date of passing of the ordinary resolution approving the Buyback Mandate.

An explanatory statement as required under the Listing Rules, giving certain information regarding the Buyback Mandate, is set out in Appendix I to this circular.

RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, the Board comprises eleven Directors, of whom Mr. WANG Yusuo, Mr. CHEUNG Yip Sang, Mr. HAN Jishen, Mr. WANG Dongzhi and Mr. YU Jianchao were the Executive Directors; Mr. WANG Zizheng and Mr. JIN Yongsheng were the Non-executive Directors; and Ms. YIEN Yu Yu, Catherine, Mr. MA Zhixiang, Mr. YUEN Po Kwong and Mr. LAW Yee Kwan, Quinn, were the Independent Non-executive Directors.

In accordance with Article 116 of the Article of Association, Mr. WANG Yusuo, Mr. JIN Yongsheng, Mr. YU Jianchao and Ms. YIEN Yu Yu, Catherine, shall retire by rotation at the Annual General Meeting. Among the above retiring Directors, Mr. WANG Yusuo and Mr. JIN Yongsheng, being eligible, will offer themselves for re-election, except for Mr. YU Jianchao does not offer himself for re-election due to change of position and Ms. YIEN Yu Yu, Catherine, does not offer herself for re-election due to personal development, shall retire at the Annual General Meeting.

In addition, in accordance with Article 118 of the Articles of Association, it will be proposed at the Annual General Meeting to resolve not to fill up the vacated office resulting from the retirement of Mr. YU Jianchao and Ms. YIEN Yu Yu, Catherine, as Directors.

Details of the retiring Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.

PROPOSED FINAL DIVIDEND

On 22 March 2016, the Board recommended that subject to Shareholders’ approval in the Annual General Meeting, the Company shall declare and distribute a final dividend in respect of 2015 of HK$0.76 per share to its shareholders whose names appear on the register of members of the Company on 8 June 2016.

The Board further resolved that the register of members of the Company shall be closed from Tuesday, 7 June 2016 to Wednesday, 8 June 2016 (both days inclusive), during which period no share transfer will be registered for the purpose of ascertaining shareholders’ entitlements to the proposed final dividend.

– 5 –

LETTER FROM THE BOARD

In order to qualify for the proposed final dividend, all share transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Monday, 6 June 2016.

ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting is set out on pages 13 to 18 of this circular to consider, among other things, the ordinary resolutions relating to the Issue Mandate, the Buyback Mandate, the re-election of retiring Directors and the proposed final dividend.

ACTION TO BE TAKEN

A form of proxy for use at the Annual General Meeting is enclosed with this circular. Whether or not you propose to attend the Annual General Meeting, you are requested to complete the accompanying proxy form and return it to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, and not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the Annual General Meeting or any adjourned meeting if you so desire.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Directors believe that the granting of the Issue Mandate and the Buyback Mandate, the re-election of the retiring Directors and the proposed final dividend are all in the best interests of the Company as well as the Shareholders as a whole. Accordingly, the Directors recommend that all the Shareholders should vote in favour of all the relevant ordinary resolutions to be proposed at the Annual General Meeting. So far as the Directors are aware, as at the Latest Practicable Date, no Shareholder is required to abstain from voting under the Listing Rules in respect of the resolutions to be proposed at the Annual General Meeting.

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LETTER FROM THE BOARD

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 Group. 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 aspects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

By order of the Board ENN ENERGY HOLDINGS LIMITED WANG Yusuo Chairman

– 7 –

APPENDIX I

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide you with requisite information for your consideration of the Buyback Mandate.

1. EXERCISE OF THE BUYBACK MANDATE

Exercise in full of the Buyback Mandate, on the basis of 1,082,559,397 Shares in issue at the Latest Practicable Date could result in up to 108,255,939 Shares being repurchased by the Company during the period up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws to be held; or (iii) the revocation, variation or renewal of the Buyback Mandate by ordinary resolution of the Shareholders in general meeting, whichever occurs first.

2. REASONS FOR REPURCHASES

Repurchases of Shares will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum and articles of association and the applicable laws of the Cayman Islands. The law of the Cayman Islands provides that the amount to be repaid in connection with a Share repurchase may be paid from the profits of the Company and/or the proceeds of a new issue of Shares made for the purpose of the repurchase or out of capital, if the Company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. The Company may not purchase securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

4. GENERAL

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the 2015 annual report of the Company) in the event that the Buyback Mandate is exercised in full. However, the Directors do not propose to exercise the Buyback Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on its gearing position which in the opinion of the Directors are from time to time appropriate for the Company.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Buyback Mandate in accordance with the Listing Rules, the memorandum and articles of association of the Company and the applicable laws of the Cayman Islands.

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APPENDIX I

EXPLANATORY STATEMENT

None of the Directors and, to the best of their knowledge, having made all reasonable enquiries, none of their respective close associates (as defined in the Listing Rules), have any present intention, if the Buyback Mandate is exercised, to sell Shares to the Company.

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell Shares to the Company or has undertaken not to do so.

If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase in the Shareholder’s interests, could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Mr. WANG Yusuo (a Director of the Company) and Ms. ZHAO Baoju (the spouse of Mr. WANG Yusuo), together with EGII (a company which is beneficially owned as to 50% by Mr. WANG Yusuo and 50% by Ms. ZHAO Baoju) were beneficially interested in an aggregate of 329,249,000 Shares, representing approximately 30.41% of the issued share capital of the Company. Based on such shareholdings and in the event that the Directors exercised in full the power to repurchase Shares under the Buyback Mandate, the shareholdings of Mr. WANG Yusuo and Ms. ZHAO Baoju together with EGII would be increased to approximately 33.79% of the issued Shares of the Company. Since the shareholdings of Mr. WANG Yusuo and Ms ZHAO Baoju together with EGII already fall within the range of 30% and 50% of the issued Shares, Mr. WANG Yusuo and Ms. ZHAO Baoju together with EGII could be required under Rule 26 of the Takeovers Code to make a mandatory offer in respect of all the issued Shares of the Company by reason of such increase of shareholding by more than 2% within a 12 month period.

Save as aforesaid, the Directors are not aware of any consequences which may arise under the Takeovers Code as a consequence of any purchases made under the Buyback Mandate. The Directors will use their best endeavours to ensure that the Buyback Mandate will not be exercised to the extent that the number of Shares held by the public would be reduced to less than 25% of the issued Shares of the Company. The Directors have no intention to exercise the Buyback Mandate which may result in possible mandatory offer being made under the Takeovers Code.

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APPENDIX I

EXPLANATORY STATEMENT

5. SHARE PURCHASED BY THE COMPANY

The Company repurchased a total of 232,000 Shares on the Stock Exchange during the six months preceding the Latest Practicable Date. Details of the repurchases are disclosed as follows:

	Number of	Repurchase Price	Repurchase Price
	Shares	Per Shares
Date of Repurchase	Repurchased	Highest	Lowest
		HK$	HK$
11 January 2016	200,000	34.00	33.50
21 January 2016	32,000	33.00	32.45

6. SHARE PRICES

The table below is a summary of the monthly highest and lowest traded prices in each of the previous twelve months prior to the Latest Practicable Date and for the month of April 2016 up to the Latest Practicable Date:

	Highest	Lowest
	Traded Price	Traded Price
	HK$	HK$
2015
April	59.95	48.05
May	59.60	50.45
June	52.65	45.00
July	53.55	40.55
August	53.00	35.45
September	42.75	35.50
October	47.70	37.60
November	45.65	38.35
December	42.50	37.10
2016
January	41.80	31.85
February	36.80	32.05
March	44.00	35.40
April (up to Latest Practicable Date)	43.80	41.00

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APPENDIX II

INFORMATION OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The following are the particulars of the retiring Directors proposed to be re-elected at the Annual General Meeting:

Mr. WANG YUSUO

Mr. WANG Yusuo , aged 52, is a co-founder, the Chairman and an Executive Director of the Company. He is responsible for overseeing the Group’s overall strategic planning and providing leadership for and overseeing the functioning of the Board. Mr. WANG has over 29 years of experience in the investment and the management of the gas business in the PRC. He holds a PhD qualification in management from the Tianjin University of Finance and Economics. Mr. WANG is currently a committee member of the Twelfth Chinese People’s Political Consultative Conference.

Mr. WANG holds various directorships in certain subsidiaries of the Group. He is also the Chairman of ENN Ecological Holdings Co., Ltd. (formerly known as Hebei Veyong Bio-Chemical Co., Ltd.) and Beibu Gulf Tourism Corporation Limited, whose shares are listed in the PRC. Save as disclosed above, Mr. WANG has not held any other positions with any other members of the Group and in the last three years, he had not held any other directorships in any other listed public companies.

Mr. WANG has entered into a service contract with the Company for the term of three years commencing on 1 March 2001, which will be automatically renewed upon expiry of its term unless otherwise earlier terminated by either party by giving the other party not less than 6 months’ prior written notice. The appointment is subject to retirement by rotation and re-election at the annual general meeting in accordance with the Articles of Association of the Company.

Mr. WANG is a director and a controlling shareholder of EGII, which is a controlling Shareholder of the Company. Mr. WANG is the father of Mr. WANG Zizheng and the spouse of Ms. ZHAO Baoju. Mr. WANG and Ms. ZHAO Baoju jointly own various investment holding companies. Save as disclosed above, Mr. WANG does not have any other relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.

As at the Latest Practicable Date, together with his spouse holding 100% of equity interest in EGII, which holds 329,249,000 Shares, and Mr. WANG has interest in 580,000 Shares in respect of the share options granted under the share option scheme of the Company adopted on 26 June 2012. Save as disclosed above, Mr. WANG does not have any other interests in the Shares within the meaning of Part XV of the SFO.

The remunerations of Executive Directors are determined by reference to his duties and responsibilities with the Company, the remuneration policy of the Company, his performance, the Company’s performance and profitability, as well as the market benchmark. Pursuant to the terms of the service contract, Mr. WANG received annual remuneration of RMB2,496,000 for the year ended 31 December 2015.

– 11 –

APPENDIX II

INFORMATION OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Save as disclosed above, Mr. WANG has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election and there are no other information that should be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

Mr. JIN YONGSHENG

Mr. JIN Yongsheng , aged 52, is a Non-executive Director of the Company. He graduated from the Tianjin University of Finance and Economics in 1986, majoring in finance, and has obtained an executive master’s degree in business administration from the Peking University in 2005. Prior to joining the Group in 1996, he was an assistant professor in the Township and Village Enterprise Cadre College of the Ministry of Agriculture. Mr. JIN is a qualified practicing lawyer in the PRC and has over 26 years of experience in legal practice.

Mr. JIN is a director of EGII, which is a controlling Shareholder of the Company. He is also a Non-executive Director of CIMC Enric Holdings Limited, a company listed in Hong Kong. Mr. JIN holds various directorships in certain subsidiaries of the Group. Save as disclosed above, Mr. JIN has not held any other positions with any members of the Group and in the last three years, he had not held any other relationships in any listed public companies.

Mr. JIN was re-appointed by the Company for a term of three years commencing 1 March 2010, and the appointment shall continue thereafter unless and until terminated by either party by giving the other party not less than 6 months’ prior written notice. The appointment is subject to retirement by rotation and re-election at the annual general meeting in accordance with the Articles of Association of the Company.

Mr. JIN is a director of EGII, which is a controlling Shareholder of the Company. Save as disclosed above, Mr. JIN does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.

As at the Latest Practicable Date, Mr. JIN has interest in 142,000 Shares in respect of the share options granted under the share option scheme of the Company adopted on 26 June 2012. Save as disclosed above, Mr. JIN does not have any interests in the Shares within the meaning of Part XV of the SFO.

The remunerations of Non-executive Directors are determined by reference to his duties and responsibilities with the Company, the remuneration policy of the Company and the market benchmark. Pursuant to the terms of the service contract, Mr. JIN received annual remuneration of RMB200,000 for the year ended 31 December 2015.

Save as disclosed above, Mr. JIN has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election and there are no other information that should be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

– 12 –

NOTICE OF ANNUAL GENERAL MEETING

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(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2688)

NOTICE IS HEREBY GIVEN that the annual general meeting (the “Meeting”) of ENN Energy Holdings Limited (the “Company”) will be held at Tianshan Room, Level 5, Island Shangri-La Hotel, Two Pacific Place, Supreme Court Road, Central, Hong Kong, on Tuesday, 31 May 2016 at 11:00 a.m. for the following purposes:

1. To receive and consider the audited financial statements for the year ended 31 December 2015 together with the directors’ and independent auditor’s reports.

2. To declare a final dividend for the year ended 31 December 2015.

3. (a) Each as a separate resolution to re-elect the following retiring directors:-

   • (i) To re-elect Mr. WANG Yusuo as director; and

   • (ii) To re-elect Mr. JIN Yongsheng as director;

4. (b) To resolve not to fill up the vacated office resulting from the retirement of Mr. YU Jianchao and Ms. YIEN Yu Yu, Catherine, as directors; and

5. (c) To authorise the board of directors to fix the directors’ remuneration.

6. To re-appoint Deloitte Touche Tohmatsu as auditors and to authorise the board of directors to fix their remuneration; and

To consider and, if thought fit, pass with or without modifications, the following ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) subject to paragraph (c) and (d) below, and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with any unissued

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

shares in the capital of the Company and to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such power after the end of the Relevant Period (as hereinafter defined);

• (c) the total number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted or issued (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of shares upon the exercise of the subscription rights attaching to any warrants which may be issued by the Company from time to time; or (iii) an issue of shares upon the exercise of options which may be granted under any option scheme or similar arrangement for the time being adopted or to adopt for the grant or issue to any officers, employees and/or directors of the Company and/or any of its subsidiaries and/or any other participants of such scheme or arrangement of shares or rights to acquire shares; or (iv) any scrip dividend scheme or similar arrangement providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares in accordance with the articles of association of the Company; or (v) a specific authority granted by the shareholders of the Company in general meeting, shall not exceed 10% of the total number of shares of the Company in issue as at the date of passing of this Resolutions, provided that if any subsequent consolidation or subdivision of shares of the Company is conducted, the maximum number of shares that may be issued pursuant to the approval in paragraph (a) above as a percentage of the total number of issued shares immediately before and after such consolidation or subdivision shall be the same and such maximum number of shares shall be adjusted accordingly; and the said approval shall be limited accordingly;

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NOTICE OF ANNUAL GENERAL MEETING

• (d) any shares of the Company to be allotted and issued (whether wholly or partly for cash or otherwise) pursuant to the mandate in paragraph (a) of this Resolution shall not be a discount of more than 10% to the Benchmarked Price of issued shares of the Company; and

• (e) for the purpose of this Resolution:

• “Benchmarked Price” means the price which is the higher of:

• (i) the closing price of the shares of the Company as quoted on the Stock Exchange on the date of the agreement involving the relevant proposed issue of shares of the Company; or

• (ii) the average closing price as quoted on the Stock Exchange of the shares of the Company for the five closing trading days immediately preceding the earlier of:

  • (A) the date of announcement of the transaction or arrangement involving the relevant proposed issue of shares of the Company;

  • (B) the date of the agreement involving the relevant proposed issue of shares of the Company; or

  • (C) the date on which the price of the shares of the Company that are proposed to be issued is fixed.

“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; or

• (iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking, varying or renewing the authority given to the directors of the Company by this Resolution.

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NOTICE OF ANNUAL GENERAL MEETING

“Rights Issue” means an offer of shares or issue of options, warrants or other securities giving the right to subscribe for shares, open for a period fixed by the directors of the Company to holders of shares whose names appear on the register of shareholders of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such shares (or, where appropriate, such other securities), subject in all cases to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company.”

1. “ THAT :

2. (a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

3. (b) the total number of shares of the Company repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period (as hereinafter defined) shall not exceed 10% of the total number of shares of the Company in issue as at the date of passing of this Resolution, provided that if any subsequent consolidation or subdivision of shares of the Company is conducted, the maximum number of shares that may be repurchased pursuant to the approval in paragraph (a) above as a percentage of the total number of issued shares immediately before and after such consolidation and subdivision shall be the same and such maximum number of shares shall be adjusted accordingly; and the authority granted pursuant to paragraph (a) above shall be limited accordingly; and

4. (c) for the purposes of this Resolution,

“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

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

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NOTICE OF ANNUAL GENERAL MEETING

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; or

• (iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking, varying or renewing the authority given to the directors of the Company by this Resolution.”

By Order of the Board ENN ENERGY HOLDINGS LIMITED WONG Chui Lai Company Secretary

Hong Kong, 8 April 2016

Principal place of business in Hong Kong: Rooms 3101–04, 31st Floor Tower One, Lippo Centre 89 Queensway Hong Kong

Notes:

1. Every shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and, on a poll, vote in his stead. A proxy need not be a shareholder of the Company.

2. To be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

3. Completion and delivery of the form of proxy will not preclude a shareholder of the Company from attending and voting at the Meeting if the shareholder of the Company so desires.

4. Where there are joint registered holders of any share in the Company, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he was solely entitled thereto; but if more than one of such joint holders be present at the Meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register of members in respect of the relevant joint holding.

5. For the purpose of determining the identity of shareholders of the Company who are entitled to attend and vote at the Meeting, the register of members of the Company will be closed from Friday, 27 May 2016 to Tuesday, 31 May 2016, both days inclusive, during which period no share transfer will be effected. In order to qualify for attending and voting at the Meeting, all transfers of shares in the Company accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Thursday, 26 May 2016.

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NOTICE OF ANNUAL GENERAL MEETING

1. For the purpose of determining the entitlements to the proposed final dividend, the register of members of the Company will be closed from Tuesday, 7 June 2016 to Wednesday, 8 June 2016, both days inclusive, during which period no transfer of shares in the Company will be effected. In order to qualify for the proposed final dividend, all transfers of shares in the Company accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Monday, 6 June 2016.

2. Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

3. With regard to the resolution referred to in item 3(a) of this notice, the board of directors of the Company proposes that the retiring Directors of the Company, namely Mr. WANG Yusuo and Mr. JIN Yongsheng, be re-elected as directors of the Company. Particulars of the said retiring directors are set out in Appendix II to the circular to the shareholders of the Company dated 8 April 2016.

4. With regard to the resolutions referred to in items 5 and 6 of this notice, the board of Directors of the Company proposes to seek its shareholders’ approval of the general mandates to issue shares in the Company and to repurchase shares in the Company and a circular in connection with such proposals will be despatched to the shareholders of the Company.

5. As at the date of this notice, the board of Directors of the Company comprises five Executive Directors, namely Mr. WANG Yusuo (Chairman), Mr. CHEUNG Yip Sang (Vice Chairman), Mr. HAN Jishen (President), Mr. WANG Dongzhi (Chief Financial Officer) and Mr. YU Jianchao; two Non-executive Directors, namely Mr. WANG Zizheng and Mr. JIN Yongsheng; and four Independent Non-executive Directors, namely Ms. YIEN Yu Yu, Catherine, Mr. MA Zhixiang, Mr. YUEN Po Kwong and Mr. LAW Yee Kwan, Quinn.

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