MIE Holdings Corporation — Proxy Solicitation & Information Statement 2021

May 13, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in MIE Holdings Corporation, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker 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.

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MIE HOLDINGS CORPORATION MI 能源控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1555)

PROPOSALS FOR RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO BUY-BACK SHARES AND TO ISSUE NEW SHARES AND PROPOSED ADOPTION OF SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of MIE Holdings Corporation to be held at Units 5906– 12, 59/F, The Center, 99 Queen’s Road Central, Hong Kong on Friday, June 25, 2021 at 2:00 p.m. is set out on pages 21 to 25 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.mienergy.com.cn).

Whether or not you are able to attend and vote at the Annual General Meeting, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not later than 2:00 p.m. on Wednesday, June 23, 2021 (Hong Kong time). Completion and return of the form of proxy as instructed will not preclude shareholders from attending and voting in person at the Annual General Meeting if they so wish.

May 14, 2021

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2. Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3. Proposed Granting of General Mandates to Buy-Back and Issue Shares . . . . . . .	4
4. Proposed Adoption of the Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5. Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6. Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I — Details of the Directors Proposed to be
Re-elected at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II — Explanatory Statement on the Share Buy-back Mandate . . . . . . . . . .	11
Appendix III — Principal Terms of the Share Option Scheme . . . . . . . . . . . . . . . . . . . . .	14
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21

– i –

DEFINITIONS

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

• ‘‘Annual General Meeting’’

• an annual general meeting of the Company to be held at Units 5906–12, 59/F, The Center, 99 Queen’s Road Central, Hong Kong on Friday, June 25, 2021 at 2:00 p.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 21 to 25 of this circular, or any adjournment thereof;

• ‘‘Articles of Association’’

• the amended and restated articles of association of the Company currently in force;

• ‘‘Board’’ the board of Directors;

• “Business Day”

• any day on which the Stock Exchange is open for business of dealing in the securities listed thereon;

• ‘‘Cayman Companies Law’’

• the Companies Law (2018 Revision) (as consolidated and revised from time to time) of the Cayman Islands;

• ‘‘Company’’

• MIE Holdings Corporation, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange;

• ‘‘Director(s)’’

• the director(s) of the Company;

• ‘‘Eligible Participants’’

• any full time employees, directors (including executive directors, non-executive directors and independent nonexecutive directors) and any advisers and consultants of any member of the Group who the Board considers, in its sole discretion, have contributed or will contribute to the Group;

• ‘‘Group’’ the Company and its subsidiaries;

• ‘‘HK$’’

• Hong Kong dollars, the lawful currency of Hong Kong;

• ‘‘Hong Kong’’

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

• ‘‘Issuance Mandate’’

• a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the number of issued shares of the Company as at the date of the passing of proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting as set out on pages 21 to 25 of this circular;

– 1 –

DEFINITIONS

• ‘‘Latest Practicable Date’’

• Friday, May 7, 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular;

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange;

• “Option” an option to subscribe for Shares granted pursuant to the Share Option Scheme;

• "RMB”

• Renminbi, the lawful currency of 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 US$0.001 each in the capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company;

• ‘‘Share Buy-back Mandate’’

• a general mandate proposed to be granted to the Directors to buy-back Shares on the Stock Exchange of not exceeding 10% of the number of issued shares of the Company as at the date of the passing of proposed ordinary resolution contained in item 4 of the notice of the Annual General Meeting as set out on pages 21 to 25 of this circular;

• ‘‘Shareholder(s)’’

• holder(s) of Share(s);

• ‘‘Share Option Scheme’’

• the share option scheme proposed to be adopted by the Company and approved by the Shareholders at the Annual General Meeting, a summary of the principal terms of which is set out in Appendix III to this circular;

• ‘‘Stock Exchange’’

• The Stock Exchange of Hong Kong Limited;

• “Subscription Price”

• the price per Share at which a grantee under the Share Option Scheme may subscribe for Shares on the exercise of an Option pursuant to the Share Option Scheme;

• ‘‘Takeovers Code’’

• The Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission in Hong Kong; and

• ‘‘US$’’ US dollars, the lawful currency of The United States of America.

– 2 –

LETTER FROM THE BOARD

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MIE HOLDINGS CORPORATION MI 能源控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1555)

Executive Directors: Mr. Zhang Ruilin (Chairman) Mr. Zhao Jiangwei

Non-executive Director: Ms. Xie Na

Independent Non-executive Directors: Mr. Mei Jianping Mr. Jeffrey Willard Miller Mr. Guo Yanjun

Registered Office: P.O. Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands

Principal Place of Business in Hong Kong: Level 54, Hopewell Centre 183 Queen’s Road East Hong Kong

Beijing Office: Room 1301–1303 North Star Times Tower No. 8 North Star East Road Chaoyang District Beijing 100101 The People’s Republic of China May 14, 2021

To the Shareholders

Dear Sir/Madam,

PROPOSALS FOR RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO BUY-BACK SHARES AND TO ISSUE NEW SHARES AND

PROPOSED ADOPTION OF SHARE OPTION SCHEME AND

NOTICE OF ANNUAL GENERAL MEETING

– 3 –

LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting for (i) the re-election of Directors; (ii) the granting to the Directors of the Share Buy-back Mandate and the Issuance Mandate to buy-back Shares and to issue new Shares; and (iii) the proposed adoption of the Share Option Scheme.

2. PROPOSED RE-ELECTION OF DIRECTORS

In accordance with Article 16.18 of the Articles of Association, Mr. Jeffrey Willard Miller (‘‘Mr. Miller’’) and Mr. Guo Yanjun (‘‘Mr. Guo’’) shall retire at the Annual General Meeting. All of the above Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.

During their respective periods of appointment as an independent non-executive Director of the Company, Mr. Miller, who has been serving the Company for more than 9 years, and Mr. Guo have not engaged in any executive management of the Group and have demonstrated their ability to provide an independent view on the Company’s matters. In addition, Mr. Miller and Mr. Guo have respectively declared their independence by submitting a written confirmation of independence to the Board pursuant to Rule 3.13 of the Listing Rules. The Board believes that Mr. Miller and Mr. Guo are respectively independent of the Company and complies with the independence requirements of Rule 3.13 of the Listing Rules.

Details of the Directors proposed for re-election at the Annual General Meeting are set out in Appendix I to this circular.

3. PROPOSED GRANTING OF GENERAL MANDATES TO BUY-BACK AND ISSUE SHARES

At the annual general meeting of the Company held on January 14, 2021, general mandates were granted to the Directors to buy-back and issue Shares respectively. Such mandates will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to buy-back and issue Shares if and when appropriate, the following ordinary resolutions will be proposed at the Annual General Meeting to approve:

• (a) the granting of the Share Buy-back Mandate to the Directors to buy-back Shares on the Stock Exchange of not exceeding 10% of the number of issued shares of the Company as at the date of the passing of the proposed ordinary resolution contained in item 4 of the notice of the Annual General Meeting as set out on pages 21 to 25 of this circular (i.e. equivalent to 326,942,032 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting);

• (b) the granting of the Issuance Mandate to the Directors to allot, issue and deal with additional Shares of not exceeding 20% of the number of issued shares of the Company as at the date of the passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting as set out on pages 21 to 25

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LETTER FROM THE BOARD

of this circular (i.e. equivalent to 653,884,064 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting); and

• (c) the extension of the Issuance Mandate by adding the aggregate number of issued shares bought back by the Company pursuant to the Share Buy-back Mandate.

With reference to the Share Buy-back Mandate and the Issuance Mandate, the Directors wish to state that they have no immediate plan to buy-back any Shares or issue any new Shares pursuant thereto.

An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Buy-back Mandate is set out in Appendix II to this circular.

4. PROPOSED ADOPTION OF THE SHARE OPTION SCHEME

The Company previously adopted a share option scheme on November 27, 2010 which expired on November 27, 2020. The Board proposes to recommend to Shareholders to approve the Share Option Scheme so that options to subscribe for the Shares may be granted to the Eligible Participants pursuant to the terms thereof. The purpose of the Share Option Scheme is to enable the Company to grant Options to the Eligible Participants as incentive or reward for their contributions to the growth of the Group and to provide the Group with a more flexible means to reward, remunerate, compensate and/or provide benefits to the Eligible Participants.

The terms of the Share Option Scheme provide that the Board shall be entitled to grant any Options to any Eligible Participant as the Board may in its absolute discretion select and subject to such conditions (including but not limited to imposition of any performance target(s) and/or vesting scale) as the Board may think fit. Unless otherwise determined by the Board, there are no performance targets under the Share Option Scheme which must be achieved before the Options can be exercised. The Board will also determine the Subscription Price in respect of any Option, which must be at least the highest of (a) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet on the date of grant, (b) the average closing price of the Shares as stated in the Stock Exchange’s daily quotations sheets for the five Business Days immediately preceding the date of grant and (c) the nominal value of the Shares. There is no trustee regime under the Share Option Scheme. As such, none of the Directors are trustees of the Share Option Scheme or have any direct or indirect interest in the trustees.

The Directors consider that it is not appropriate to state the value of all Options that can be granted pursuant to the Share Option Scheme as if they had been granted at the Latest Practicable Date. The Directors believe that any statement regarding the value of the Options as at the Latest Practicable Date will not be meaningful to the Shareholders, taking into account the number of variables which are crucial for the calculation of the value of the Options which have not been determined. Such variables include the Subscription Price, exercise period, any lock-up period and other relevant variables.

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LETTER FROM THE BOARD

The Share Option Scheme is conditional upon:

• (a) the passing of an ordinary resolution to approve the Share Option Scheme by the Shareholders at the Annual General Meeting and to authorise the Board to grant the Options hereunder and to allot, issue and deal with the Shares which fall to be issued by the Company pursuant to the exercise of the Options under the Share Option Scheme; and

• (b) the Listing Committee of the Stock Exchange granting approval of the listing of, and permission to deal in, such number of Shares to be issued by the Company pursuant to the exercise of the Options which may be granted under the Share Option Scheme.

No Shareholder is required under the Listing Rules to abstain from voting on the ordinary resolution to approve the Share Option Scheme.

Subject to the obtaining of Shareholders’ approval with respect to the adoption of the Share Option Scheme, the total number of Shares which may be issued upon exercise of all Options to be granted under the Share Option Scheme and any other share option schemes of the Company must not, in aggregate, exceed 10% of the total number of issued Shares of the Company as at the date of approval of the Share Option Scheme. The Board shall not grant any Options which would result in the maximum aggregate number of Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the Share Option Scheme and any other share option schemes adopted by the Company which provide for the grant of options to acquire or subscribe for Shares exceeding, in aggregate, 30% of the total number of issued Shares of the Company from time to time (‘‘Scheme Limit’’). No Options may be granted under any schemes of the Company if this will result in the Scheme Limit being exceeded.

As at the Latest Practicable Date, there were 3,269,420,323 Shares in issue. Assuming no Shares will be issued or repurchased from the Latest Practicable Date to the date of the Annual General Meeting on which the Share Option Scheme is expected to be adopted by the Shareholders, subject to the Share Option Scheme becoming effective, the Company may grant Options under the Share Option Scheme and any other share option schemes of the Company in respect of which up to 326,942,032 Shares, representing 10% of the total number of Shares in issue.

Application will be made to the Listing Committee of the Stock Exchange for approval of the listing of, and permission to deal in, the Shares which may fall to be issued pursuant to the exercise of any Options that may be granted under the Share Option Scheme.

A summary of the principal terms of the proposed Share Option Scheme is set out in Appendix III to this circular.

A copy of the Share Option Scheme is available for inspection during normal business hours at the principal place of business of the Company in Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong from the date of this circular and up to and including the date of the Annual General Meeting and at the Annual General Meeting.

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LETTER FROM THE BOARD

5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 21 to 25 of this circular.

Pursuant to the Listing Rules and the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, 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. An announcement on the poll vote results will be published by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.mienergy.com.cn). Whether or not Shareholders are able to attend and vote at the Annual General Meeting, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not later than 2:00 p.m. on Wednesday, June 23, 2021 (Hong Kong time). Completion and delivery of the form of proxy as instructed will not preclude you from attending and voting at the Annual General Meeting if you so wish.

6. 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.

7. RECOMMENDATION

The Directors consider that the proposed re-election of Directors, the granting of the Share Buy-back Mandate, the granting and extension of the Issuance Mandate and the proposed adoption of the Share Option Scheme are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

Yours faithfully, For and on behalf of the Board Zhang Ruilin

Chairman

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

APPENDIX I

The following are details of the Directors who are proposed to be re-elected at the Annual General Meeting.

(1) MR. JEFFREY WILLARD MILLER

Mr. Jeffrey Willard Miller (‘‘Mr. Miller’’), aged 58, has been an independent nonexecutive Director, the chairman of the audit committee and a member of the remuneration committee and nomination committee of the Company since November 27, 2010.

Experience

Mr. Miller has over 34 years of experience in the oil and gas industry. Since 2012, Mr. Miller has been Managing Partner and Co-Founder of Vortus Investments, an energy private equity firm founded in later 2012. From 2008 to 2012, as the director of upstream and investments for Mercuria Energy Trading Inc. (‘‘Mercuria’’), one of the world’s largest independent physical energy trading firms, he was responsible for Mercuria and certain of its affiliates’ global portfolio of oil and natural gas assets, the majority of which are located in North and South America. Prior to joining Mercuria, Mr. Miller spent four years, from 2004 to 2008, as president of Moncrief Oil International (‘‘Moncrief’’), a private oil and natural gas company with assets in the former Soviet Union as well as North America. Prior to his career at Moncrief, Mr. Miller was a managing director in global energy investment banking for UBS AG, the successor of Dillon, Read & Co, which he joined in 1993. Mr. Miller is an investment banker with a focus on the energy industry and has extensive experience in the fields of corporate finance. Throughout his career as set out above, Mr. Miller has been involved in a substantial number of transactions including initial public offerings, debt offerings and M&A, which require expertise in financial analysis. As an investment banker, Mr. Miller also has extensive experience in valuation analysis, which involves reviewing and analyzing audited financial statements of public and private companies. Mr. Miller’s professional career began in a technical capacity as a petroleum engineer with Exxon. Mr. Miller received a bachelor’s degree, magna cum laude, in Petroleum Engineering from Texas A&M University and a master’s degree in Business Administration from the Columbia Business School.

Length of service and emoluments

The Company has entered into an appointment letter with Mr. Miller, pursuant to which Mr. Miller has been appointed as an independent non-executive Director for a term of three years, subject to re-election at general meetings in accordance with the Company’s Articles of Association. Mr. Miller is entitled to receive an annual emolument of US$50,000 which is determined by the Board with reference to his experience, duties and responsibilities with the Company, and is subject to review by the Board from time to time.

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

APPENDIX I

Relationships

Save as disclosed above, Mr. Miller did not hold any directorship in other listed public companies in Hong Kong or overseas in the last three years, and Mr. Miller is not related to any Directors, senior management, other substantial or controlling Shareholders (as defined in the Listing Rules) of the Company, nor does Mr. Miller hold any other positions with the Company or any of its subsidiaries.

Interests in Shares

As at the Latest Practicable Date, Mr. Miller was interested in 1,811,333 underlying Shares in respect of 1,811,333 unexercised share options granted under the share option scheme of the Company as adopted on November 27, 2010 and 800,000 Shares, representing 0.07% of the Company’s total issued Shares under Part XV of the SFO.

Matters that need to be brought to the attention of the Shareholders

There is no information that needs to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there are no other matters concerning Mr. Miller that need to be brought to the attention of the Shareholders.

(2) MR. GUO YANJUN

Mr. Guo Yanjun (‘‘Mr. Guo’’), aged 68, has been an independent non-executive director and a member of the audit committee, remuneration committee and nomination committee of the Company since November 13, 2015.

Experience

Mr. Guo has extensive entrepreneurship experience and experience in corporate operation and management. Mr. Guo graduated from China People’s University with a Diploma in Law in 1984. Mr. Guo is currently an independent non-executive director of Mei Ah Entertainment Group Limited (stock code: 391.HK, a company listed on the Stock Exchange). He is also the chairman of CNHK Tech Co. Ltd, CNHK Media Limited, CNHK Media (H.K.) Advertising Limited and CNHK Publications Limited.

Length of service and emoluments

The Company has entered into an appointment letter with Mr. Guo, pursuant to which Mr. Guo has been appointed as an independent non-executive Director for a term of three years, subject to re-election at general meetings in accordance with the Company’s Articles of Association. Mr. Guo is entitled to receive an annual emolument of US$40,000 which is determined by the Board with reference to his experience, duties and responsibilities with the Company, and is subject to review by the Board from time to time.

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

APPENDIX I

Relationships

Save as disclosed above, Mr. Guo did not hold any directorship in other listed public companies in Hong Kong or overseas in the last three years, and Mr. Guo is not related to any Directors, senior management, other substantial or controlling Shareholders (as defined in the Listing Rules) of the Company, nor does Mr. Guo hold any other positions with the Company or any of its subsidiaries.

Interests in Shares

As at the Latest Practicable Date, Mr. Guo was interested in 800,000 Shares, representing 0.02% of the Company’s total issued Shares under Part XV of the SFO.

Matters that need to be brought to the attention of the Shareholders

There is no information that needs to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there are no other matters concerning Mr. Guo that need to be brought to the attention of the Shareholders.

– 10 –

EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

APPENDIX II

The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Buy-back Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 3,269,420,323 Shares.

Subject to the passing of the ordinary resolution set out in item 4 of the notice of the Annual General Meeting in respect of the granting of the Share Buy-back Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting, i.e. being 3,269,420,323 Shares, the Directors would be authorized under the Share Buy-back Mandate to buy-back, during the period in which the Share Buyback Mandate remains in force (equivalent to 326,942,032 Shares, representing 10% of the number of issued shares of the Company as at the date of the Annual General Meeting).

2. REASONS FOR BUY-BACK OF SHARES

The Directors believe that the granting of the Share Buy-back Mandate is in the best interests of the Company and the Shareholders as a whole.

Buy-back of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a buy-back will benefit the Company and the Shareholders as a whole.

3. FUNDING OF BUY-BACK

In buying back Shares, the Company will only apply funds legally available for such purpose in accordance with its Articles of Association and the laws of the Cayman Islands from internal resources of the Group.

4. IMPACT OF BUY-BACK

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 consolidated financial statements of the Company for the year ended December 31, 2020) in the event that the Share Buy-back Mandate was to be carried out in full at any time during the proposed buy-back period. However, the Directors do not intend to exercise the Share Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

APPENDIX II

5. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during each of the previous 12 months were as follows:

	Highest	Lowest
Month	HK$	HK$
2020
May	N/A	N/A
June	N/A	N/A
July	N/A	N/A
August	N/A	N/A
September	N/A	N/A
October	N/A	N/A
November	0.150	0.065
December	0.100	0.058
2021
January	0.070	0.058
February	0.097	0.058
March	0.149	0.068
April	0.108	0.086
May (up to the Latest Practicable Date)	0.094	0.084

Note: Trading in the Shares on the Stock Exchange had been suspended since April 1, 2020 and resumed on November 30, 2020.

6. GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Share Buy-back Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Buy-back Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to buy-back Shares pursuant to the Share Buy-back Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

– 12 –

EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

APPENDIX II

7. TAKEOVERS CODE

If, as a result of a buy-back of Shares pursuant to the Share Buy-back Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholders’ interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

To the best knowledge of the Company and as recorded in the register required to be kept by the Company under Section 336 of the SFO, as at the Latest Practicable Date, Mr. Zhang Ruilin, Mr. Zhao Jiangwei, together with Ms. Zhao Jiangbo (‘‘Mrs. Zhang’’) (party acting in concert with them) (the ‘‘Parties’’), and Far East Energy Limited (‘‘FEEL’’), a controlling Shareholder (as defined in the Listing Rules) of the Company, were beneficially interested in 1,577,095,234 (including share options to be exercised) Shares representing approximately 48.23% of the total issued share capital of the Company. Mrs. Zhang, Mr. Zhang Ruilin and Mr. Zhao Jiangwei are respectively holding 80%, 9.99% and 10% of the issued share capital of FEEL. In the event that the Directors exercise the proposed Share Buy-back Mandate in full, the interests of the Parties and parties acting in concert with them would be increased to approximately 53.59% of the issued share capital of the Company on the basis that no further Shares are issued or bought back after the Latest Practicable Date. Accordingly, the exercise of the Share Buy-back Mandate in full may result in a mandatory offer obligation under Rule 26 of the Takeovers Code arising.

The Directors do not propose to exercise the Share Buy-back Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Codes and would result in the aggregate number of Shares held by the public Shareholders falling below the prescribed minimum percentage required by the Stock Exchange.

8. BUY-BACK OF SHARES MADE BY THE COMPANY

During the six months prior to the Latest Practicable Date, the Company had not bought back any of the Shares (whether on the Stock Exchange or otherwise).

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PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

1. SUMMARY OF TERMS

The following is a summary of the principal terms of the Share Option Scheme, proposed to be approved and adopted by an ordinary resolution of the Shareholders of the Annual General Meeting. The terms of the Share Option Scheme are in accordance with the provisions of Chapter 17 of the Listing Rules.

(a) Purpose of the scheme

The purpose of the Share Option Scheme is to enable the Company to grant options to selected participants as incentive or reward for their contributions to the growth of the Group and to provide the Group with a more flexible means to reward, remunerate, compensate and/or provide benefits to the Eligible Participants.

(b) Who may join

Our Directors may, at their absolute discretion, invite any person belonging to any of the following classes of participants, to take up options to subscribe for our Shares:

• (i) any full time employee of the Group, including any executive director;

• (ii) any non-executive director (including independent non-executive director) of the Group; and

• (iii) any advisers and consultants of any member of the Group.

(c) Maximum number of Shares

• (i) The maximum number of Shares to be issued upon exercise of any outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option scheme of the Company must not in aggregate exceed 30% of the issued share capital of the Company from time to time.

• (ii) The total number of Shares which may be issued upon exercise of all Options (excluding, for this purpose, Options which have lapsed in accordance with the terms of the Share Option Scheme and any other share option scheme of the Company) to be granted under the Share Option Scheme and any other share option schemes of the Company must not in aggregate exceed 10% of the issued share capital of the Company as at the approval date of the Share Option Scheme (the ‘‘Scheme Mandate Limit’’), subject to refresher of the Scheme Mandate Limit as referred to below.

• (iii) Subject to (i) above and without prejudice to (iv) below, the Company may seek approval of the Shareholders in a general meeting to refresh the General Scheme Limit provided that the total number of Shares which may be issued upon exercise of all options to be granted under the Share Option Scheme and any other share option scheme of the Company must not exceed 10% of the Shares then in issue, as at the date of approval of the refreshed limit and for the

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PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

purpose of calculating the refreshed limit, Options (including those outstanding, cancelled, lapsed or exercised in accordance with the Share Option Scheme and any other share option scheme of the Company (as the case may be)) previously granted under the Share Option Scheme and any other share option scheme of the Company will not be counted.

• (iv) Subject to (i) above and without prejudice to (iii) above, the Company must issue a circular to Shareholders and seek separate Shareholders’ approval in a general meeting to grant Options beyond the Scheme Mandate Limit or, if applicable, the refreshed limit referred to in (iii) above to Eligible Participants specifically identified by the Company before such approval is sought.

(d) Maximum entitlement of each participant

The total number of Shares issued and which may fall to be issued upon exercise of the Options granted under the Share Option Scheme and any other share option scheme of the Company (including both exercised or outstanding Options) to each Eligible Participant in any 12-month period shall not exceed 1% of the issued share capital of the Company from time to time (‘‘Individual Limit’’). Any further grant of options in excess of the Individual Limit in any 12-month period up to and including the date of such further grant shall be subject to the issue of a circular to the Shareholders and the Shareholders’ approval in general meeting of the Company with such participant and his associates (as defined under the Listing Rules) abstaining from voting.

(e) Grant of options to related persons

• (i) Any grant of options under the Share Option Scheme to a Director, chief executive or substantial shareholder of the Company or any of their respective associates (as defined under the Listing Rules) (‘‘Related Persons’’) must be approved by independent non-executive Directors of the Company (excluding any independent non-executive Director who is the grantee of the options).

• (ii) Any grant of options to a substantial shareholder or an independent nonexecutive Director of the Company, or any of their respective associates, shall be subject to the approval of the shareholders in a general meeting if such proposed grant of options when aggregated with all options already granted, whether exercised, cancelled or outstanding, to such person during the 12month period up to and including the date of such grant:

• (A) represents in aggregate over 0.1% of the Shares in issue for the time being; and

• (B) has an aggregate value, based on the closing price of the Shares at the date of each grant, in excess of HK$5 million (or such other amount as shall be permissible under the Listing Rules from time to time).

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PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

In order to secure the approval called for in (ii), above, the Company must send a circular to the Shareholders. All connected persons of the Company must abstain from voting at such general meeting, except that any connected person may vote against the relevant resolution at the general meeting provided that his intention to do so has been stated in the circular. Any vote taken at the meeting to approve the grant of such Options must be taken on a poll.

(f) Time of acceptance and exercise of option

An Option may be accepted by a participant within 28 days from the date of the offer of grant of the Option.

An Option may be exercised in whole or in part in accordance with the terms of the Share Option Scheme at any time during a period to be notified by the Directors to each grantee, which period may commence on the date upon which the offer for the grant of Options is made (‘‘Offer Date’’) but shall expire on the day immediately preceding the tenth anniversary of the Offer Date.

(g) Performance targets

Unless our Directors otherwise determined and stated in the offer of the grant of Options to a grantee, a grantee is not required to achieve any performance targets before any options granted under the Share Option Scheme can be exercised.

(h) Subscription price for Shares

The subscription price for Shares under the Share Option Scheme, subject to adjustment pursuant to paragraph (s) below, shall be a price determined by our Directors, but shall be the highest of (i) the closing price of Shares as stated in the Stock Exchange’s daily quotations on the Offer Date; (ii) the average closing price of Shares as stated in the Stock Exchange’s daily quotations for the five trading days immediately preceding the Offer Date; and (iii) the nominal value of the Shares. A nominal consideration of RMB1.00 is payable on acceptance of the grant of an option.

(i) Ranking of Shares

• (i) Shares to be allotted upon the exercise of an Option will be subject to all the provisions of the memorandum of association and the Articles of Association and the Cayman Companies Law for the time being in force and will rank pari passu in all respects with the fully paid Shares in issue on the date on which the option is duly exercised (the ‘‘Exercise Date’’) and accordingly will entitle the holders thereof to participate in all dividends or other distributions paid or made on or after the Exercise Date other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor shall be before the Exercise Date. A Share allotted upon the exercise of an option shall not carry voting rights until the completion of the registration of the grantee as the holder thereof.

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PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

• (ii) Unless the context otherwise requires, references to ‘‘Shares’’ in this paragraph include references to shares in the ordinary equity share capital of the Company of such nominal amount as shall result from a sub-division, consolidation, reclassification or reconstruction of the share capital of the Company from time to time.

(j) Restrictions on the time of grant of options

Any grant of Options must not be made after a price sensitive event has occurred or a price sensitive matter has been the subject of a decision, until such price sensitive information has been published in the newspapers. In particular, during the period commencing one month immediately preceding the earlier of:

• (i) the date of the Board meeting (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for the approval of the Company’s results for the year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules); and

• (ii) the deadline for the Company to publish an announcement of its results for any year or half-year under the Listing Rules, or quarterly or any other interim period (whether or not required under the Listing Rules),

and ending on the date of the results announcement, no Option may be granted.

Our Directors may not grant any Option to a participant who is a Director during the periods or times in which Directors are prohibited from dealing in shares pursuant to the Model Code for Securities Transactions by Directors of Listed Companies prescribed by the Listing Rules or any corresponding code or securities dealing restrictions adopted by the Company.

(k) Duration of the Share Option Scheme

Subject to early termination in accordance with the terms of the Share Option Scheme, the Share Option Scheme shall be valid and effective for a period of 10 years commencing on the date on which the Share Option Scheme is conditionally adopted.

(l) Rights on ceasing employment

If the grantee of an option is an Eligible Participant and ceases to be an Eligible Participant for any reason other than death or termination of his office or employment on one or more of the grounds specified in paragraph (n) below the option (to the extent not already exercised) will lapse and terminate on the date of cessation, which will be taken to be the last day on which the grantee was at work with our Group.

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PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

(m) Rights on death

If the grantee of an option is an Eligible Participant and ceases to be an Eligible Participant by reason of his death and none of the events which would be a ground for termination of his office or employment under paragraph (n) has arisen before exercising the option in full, his personal representative(s) may exercise the option (to the extent not already exercised) in whole or in part within a period of 12 months (or such longer period as our Directors may determine) of the date of death.

(n) Dismissal

If the grantee of an option is an Eligible Participant and ceases to be an Eligible Participant by reason of termination of his office or employment or any one or more of the grounds that he has been guilty of misconduct, or has been in breach of a material term at the relevant employment contract or engagement contract, or has been convicted of any criminal offence involving his integrity or honesty or (if so determined by the Board or the board of directors of the relevant member of our Group) on any other grounds on which an employer would be entitled to summarily terminate his office or employment at common law or pursuant to any applicable laws or under the grantee’s service contract, or ceases to be an Eligible Participant on or after becoming bankrupt or insolvent or making any arrangements or composition with his creditors generally, his option will lapse automatically and will not in any event be exercisable.

(o) Non-assignment

If a grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to any Option, his Option shall lapse automatically and not be exercisable.

(p) Rights on a general offer

If a general or partial offer, whether by way of take-over offer, share repurchase offer, or scheme of arrangement or otherwise in like manner is made to all the holders of Shares, or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror (being an offer made in the first instance on a condition such that, if it is satisfied, the offeror will have control of the Company) and such offer becomes or is declared unconditional during the period within which the Option may be exercised, a grantee shall be entitled to exercise his option (to the extent not already exercised) to its full extent or to the extent specified in the grantee’s notice to the Company in exercise of his Option at any time within 14 days after the date on which such general offer becomes or is declared unconditional. Subject to the above, an Option will lapse automatically (to the extent not exercised) on the date on which such offer (or, as the case may be, revised offer) closes.

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PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

(q) Rights on winding up

In the event of an effective resolution being passed for the voluntary winding-up of the Company, the grantee may, subject to the provisions of all applicable laws, by notice in writing to the Company at any time prior to the date on which such resolution is passed, exercise his option (to the extent not already exercised) either to its full extent or to the extent specified in such notice in accordance with the provisions of the Share Option Scheme and shall accordingly be entitled, in respect of the Shares falling to be allotted and issued upon the exercise of his Option, to participate in the distribution of the assets of the Company available in liquidation pari passu with the holders of the Shares in issue on the day prior to the date of such resolution. Upon the date of commencement of the winding up of the Company, all options shall lapse except insofar as previously exercised under the Share Option Scheme.

(r) Rights on a compromise or arrangement

In the event of a compromise or arrangement between the Company and its shareholders or creditors being proposed in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Company shall give notice thereof to the grantee on the same day as it gives notice of the meeting to our Shareholders or creditors to consider such compromise or arrangement, and thereupon the grantee may, during the period commencing with the date of the aforesaid notice and ending with the earlier of the date two calendar months thereafter and the date on which such compromise or arrangement is sanctioned by the court exercise any of the option whether in full or in part, but the exercise of an Option as aforesaid shall be conditional upon such compromise or arrangement being sanctioned by the Court and becoming effective Upon such compromise or arrangement becoming effective all Options shall lapse except insofar as previously exercised under the Share Option Scheme.

(s) Adjustments to the subscription price

In the event of a capitalisation issue, rights issue, sub-division or consolidation of Shares or reduction of share capital of the Company whilst an option remains exercisable, such corresponding adjustments (if any) certified by the auditors for the time being of the Company as fair and reasonable will be made to the number or nominal amount of Shares the subject matter of the Share Option Scheme and the Option so far as unexercised and/ or the subscription price provided that (i) any adjustments shall give a grantee the same rights over the same proportion of the issued share capital to which he was entitled prior to such alteration; (ii) the issue of Shares or other securities of our Group as consideration in a transaction shall not be regarded as a circumstance requiring adjustment; and (iii) no alternation shall be made the effect of which would be to enable a Share to be issued at less than its nominal value. In addition, in respect of any such adjustments, other than any made on a capitalisation issue, such auditors must confirm to our Directors in writing that the adjustments satisfy the requirement of the relevant provision of the Listing Rules and any other guidance/interpretation issued by the Stock Exchange from time to time.

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PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

(t) Cancellation of Options

Subject to the consent of the relevant grantee, our Directors may from time to time in their absolute discretion cancel any or all Options granted but not exercised by such grantee. Our Directors may in their discretion offer to re-issue new Options to such grantee provided that there are sufficient available unissued Options (excluding such cancelled Options) for such re-issuance under the General Scheme Limit or refreshed General Scheme Limit, as the case may be.

(u) Termination of the Share Option Scheme

The Company may by resolution in a general meeting at any time terminate the Share Option Scheme and in such event no further options shall be offered but in all other respects the provisions of the Share Option Scheme shall remain in force to the extent necessary to give effect to the exercise of any Options (to the extent not already exercised) granted prior to the termination or otherwise as may be required in accordance with the provisions of the Share Option Scheme. Options (to the extent not already exercised) granted prior to such termination shall continue to be valid and exercisable in accordance with the Share Option Scheme.

(v) Rights are personal to the grantee

An Option shall be personal to the grantee and shall not be transferable or assignable save as provided under the rules of the Share Option Scheme.

(w) Alterations of the Share Option Scheme

• (i) The terms and conditions of the Share Option Scheme may be altered by resolution of our Directors except that the provisions relating to the matters set out in Rule 17.03 of the Listing Rules shall not be altered to the advantage of grantees or prospective grantees of the options except with the approval of our shareholders in general meeting, with the grantees and their associates abstaining from voting.

• (ii) Any alterations to the terms and conditions of the Share Option Scheme which are of a material nature or any change to the terms of options granted must first be approved by the shareholders of the Company in a general meeting, except where the alterations take effect automatically under the existing terms of the Share Option Scheme.

• (iii) Any change to the authority of our Directors or the scheme administrators in relation to any alteration to the terms of the Share Option Scheme shall be approved by the shareholders of the Company in a general meeting.

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NOTICE OF ANNUAL GENERAL MEETING

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MIE HOLDINGS CORPORATION MI 能源控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1555)

Notice is hereby given that an Annual General Meeting (‘‘AGM’’) of MIE Holdings Corporation (the ‘‘Company’’) will be held at Units 5906–12, 59/F, The Center, 99 Queen’s Road Central, Hong Kong on Friday, June 25, 2021 at 2:00 p.m. for the following purposes:

1. To consider and adopt the audited consolidated financial statements of the Company and the reports of the directors and auditors for the year ended December 31, 2020.

2. (a) To re-elect Mr. Jeffrey Willard Miller as an independent non-executive Director of the Company.

3. (b) To re-elect Mr. Guo Yanjun as an independent non-executive Director of the Company.

4. (c) To authorize the board of directors to fix the respective directors’ remuneration.

5. To re-appoint auditors and to authorize the board of directors to fix their remuneration.

6. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT:

• (a) subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to buyback its shares in accordance with all applicable laws, rules and regulations of The Stock Exchange of Hong Kong Limited or of any other stock exchange as amended from time to time;

• (b) the total number of shares of the Company to be bought back pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (such total number to be subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares of the Company after the passing of this resolution); and

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NOTICE OF ANNUAL GENERAL MEETING

• (c) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

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

• (ii) the 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; and

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.’’

• To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT:

• (a) subject to paragraph (c) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company during the Relevant Period (as defined below) to allot, issue and deal with additional shares of the Company and to make or grant offers, options, warrants or rights to subscribe for, or to convert any securities (including bonds and convertible debentures) into, shares of the Company which might require the exercise of such powers;

• (b) the mandate in paragraph (a) above shall authorize the directors of the Company to make or grant offers, options, warrants or rights to subscribe for, or to convert any securities (including bonds and convertible debentures) into, shares of the Company during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:

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

• (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares;

• (iii) the exercise of options under a share option scheme of the Company or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or right to acquire shares; or

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NOTICE OF ANNUAL GENERAL MEETING

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

shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution (such total number to be subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares of the Company after the passing of this resolution); and

• (d) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

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

• (ii) the 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; and

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.

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

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT conditional upon the passing of the resolutions set out in items 4 and 5 of the notice convening this meeting (the ‘‘Notice’’), the general mandate referred to in the resolution set out in item 5 of the Notice be and is hereby extended by the addition to the aggregate number of shares of the Company which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of the number of shares of the Company bought back by the Company pursuant to the mandate referred to in the resolution set out in item 4 of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution.’’

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT conditional upon the Stock Exchange’s granting of the approval for the listing of, and permission to deal in, on the Stock Exchange, any Shares which may fall to be allotted and issued pursuant to the exercise of the share options granted under the share option scheme of the Company (the ‘‘Share Option Scheme’’), the Share Option Scheme and the rules of the Share Option Scheme (the ‘‘Rules of the Share Option Scheme’’) (a copy of which has been produced to the meeting and initialed by the chairman of the meeting for the purpose of identification) be approved and the Directors be authorised to grant options to subscribe for Shares in accordance with the Rules of the Share Option Scheme up to a maximum of 10% of the Shares in issue as at the date of passing of this Resolution, and to allot, issue and deal with the Shares pursuant to the exercise of any options granted under the Share Option Scheme and to do all such acts and things and to sign, execute (under hand, under the common seal of the Company or otherwise as a deed) and deliver all such documents as may be necessary, desirable or expedient in order to implement or give effect to the Share Option Scheme and any matters arising from, relating to or incidental to the Share Option Scheme, including but not limited to making amendments, alterations and/or modifications to the Rules of the Share Option Scheme from time to time in accordance with the provisions of the Rules of the Share Option Scheme and subject to Chapter 17 of the Listing Rules or otherwise as may be acceptable or not objected to by the Stock Exchange.’’

By Order of the Board MIE HOLDINGS CORPORATION Zhang Ruilin Chairman

Hong Kong, May 14, 2021

Notes:

1. All resolutions at the meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) and the results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

2. Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint more than one proxy to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company.

3. 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 that power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 2:00 p.m. on Wednesday, June 23, 2021 (Hong Kong time). Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

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NOTICE OF ANNUAL GENERAL MEETING

1. Where there are joint holders of any share of the Company, any one of such holders 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 holders be present at the meeting personally or by proxy, that one of such holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

2. For determining the entitlement to attend and vote at the AGM, the Register of Members of the Company will be closed from Tuesday, June 22, 2021 to Friday, June 25, 2021, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4:30 p.m. on Monday, June 21, 2021 (Hong Kong time), being the last registration date.

3. If Typhoon Warning Signal No. 8 or above remains hoisted or a Black Rainstorm Warning Signal is in force at or at any time after 12:00 noon on the date of the AGM, the AGM will be postponed or adjourned. The Company will post an announcement on the Company’s website at www.mienergy.com.cn and the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk to notify shareholders of the date, time and place of the rescheduled meeting. The meeting will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the meeting under bad weather condition bearing in mind their own situations.

As at the date of this notice, the Board comprises (1) the executive directors namely Mr. Zhang Ruilin and Mr. Zhao Jiangwei; (2) the non-executive director namely Ms. Xie Na; and (3) the independent non-executive directors namely Mr. Mei Jianping, Mr. Jeffrey Willard Miller and Mr. Guo Yanjun.

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