Pacific Basin Shipping Limited — Proxy Solicitation & Information Statement 2020

Apr 20, 2020

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 China Smarter Energy Group Holdings Limited, you should at once hand this circular and accompanying 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 takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

**CHINA SMARTER ENERGY GROUP HOLDINGS LIMITED 中國智慧能源集團控股有限公司 ***

(Incorporated in Bermuda with limited liability)

(Stock Code: 1004)

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES OF THE COMPANY AND

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS OF THE COMPANY AND

NOTICE OF THE ANNUAL GENERAL MEETING OF THE COMPANY

A notice convening an annual general meeting of China Smarter Energy Group Holdings Limited to be held at Plaza 3, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 26 June 2020 at 3:00 p.m. is set out on pages 21 to 24 of this circular. A form of proxy for use at the annual general meeting is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.cse1004.com).

If you are not able to attend the annual general meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Branch Share Registrar of the Company in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting if they so wish.

20 April 2020

• For identification purposes only

CONTENTS

		Page
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		ii
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Granting of the Buyback and Issuance Mandates . . . . . . . . . . . . . . . . . .	4
3.	Proposed Re-election of the Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	– Explanatory Statement on the Buyback Mandate . . . . . . . . . . . . . . . . .	8
Appendix II – Details of the Retiring Directors Proposed to be Re-elected
	at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		21

– i –

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 this 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.

– ii –

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 Plaza 3, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 26 June 2020 at 3:00 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 24 of this circular, or any adjournment thereof;

• ‘‘Board’’ the board of Directors;

• ‘‘Buyback Mandate’’

as defined in paragraph 2(a) of the Letter from the Board;

• ‘‘Company’’

• China Smarter Energy Group Holdings Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange;

• ‘‘Current Bye-laws’’ the bye-laws of the Company currently in force;

• ‘‘Director(s)’’ the director(s) of the Company;

• ‘‘Group’’

the Company and its subsidiaries from time to time;

• ‘‘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’’ as defined in paragraph 2(b) of the Letter from the Board;

• ‘‘Latest Practicable Date’’

• 14 April 2020, 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;

– 1 –

DEFINITIONS

‘‘SFO’’	Securities and Futures Ordinance, Chapter 571 of the Laws
	of Hong Kong;
‘‘Share(s)’’	ordinary share(s) of HK$0.0025 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;
‘‘Shareholder(s)’’	holder(s) of Share(s);
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited;
‘‘Takeovers Code’’	the Hong Kong Codes on Takeovers and Mergers issued
	by the Securities and Futures Commission in Hong Kong;
	and
‘‘%’’	per cent.

– 2 –

LETTER FROM THE BOARD

**CHINA SMARTER ENERGY GROUP HOLDINGS LIMITED 中國智慧能源集團控股有限公司 ***

(Incorporated in Bermuda with limited liability)

(Stock Code: 1004)

Executive Directors: Mr. Zhang Liang (Chairman and Chief Executive Officer) Mr. Hu Hanyang Mr. Weng Xiaoquan Mr. Bo Dateng Mr. Gao Fei Mr. Yin Yilin

Independent Non-executive Directors: Mr. Fok Ho Yin, Thomas Mr. Lam Cheung Mau

Registered Office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Principal Place of Business: Rooms 3205-08, 32nd Floor Harbour Centre 25 Harbour Road Wan Chai Hong Kong

20 April 2020

To the Shareholders

Dear Sir/Madam,

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES OF THE COMPANY AND

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS OF THE COMPANY

AND

NOTICE OF THE ANNUAL GENERAL MEETING OF THE COMPANY

1. INTRODUCTION

The purpose of this circular is to provide Shareholders with information in respect of the resolutions to be proposed at the Annual General Meeting for (i) the granting of the Buyback Mandate to the Directors; (ii) the granting of the Issuance Mandate to the Directors; (iii) extension of the Issuance Mandate by adding to it the aggregate number of the issued Shares repurchased by the Company under the Buyback Mandate; and (iv) re-election of the retiring Directors.

• For identification purposes only

– 3 –

LETTER FROM THE BOARD

2. PROPOSED GRANTING OF THE BUYBACK AND ISSUANCE MANDATES

At the annual general meeting of the Company held on 28 June 2019, the Shareholders passed, among other matters, ordinary resolutions to grant to the Directors to exercise the powers of the Company to repurchase Shares and to issue new Shares respectively. Under the terms of the general mandates and the Listing Rules, such mandates will lapse at the conclusion of the Annual General Meeting.

Ordinary resolutions will be proposed at the Annual General Meeting to approve the granting of new general mandates to the Directors:

• (a) to purchase Shares on the Stock Exchange of an aggregate number not exceeding 10% of the number of the issued Shares as at the date of passing such resolution (i.e. an aggregate number of Shares not exceeding 937,435,136 Shares on the basis that the issued Shares remains unchanged on the date of the Annual General Meeting) (the ‘‘Buyback Mandate’’);

• (b) to allot, issue or deal with new Shares not exceeding 20% of the aggregate number of the issued Shares as at the date of passing such resolution (i.e. an aggregate number of Shares not exceeding 1,874,870,272 Shares on the basis that the issued Shares remains unchanged on the date of the Annual General Meeting) (the ‘‘Issuance Mandate’’); and

• (c) to extend the Issuance Mandate by an amount representing the aggregate number of Shares repurchased by the Company pursuant to and in accordance with the Buyback Mandate.

The Buyback Mandate and the Issuance Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the Annual General Meeting or any earlier date as referred to in the proposed ordinary resolutions contained in items 10 and 11 of the notice of the Annual General Meeting as set out on pages 21 to 24 of this circular. With reference to the Buyback Mandate and the Issuance Mandate, the Directors wish to state that they have no immediate plan to repurchase any Shares or issue any new Shares pursuant thereto.

In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Buyback Mandate. The explanatory statement as required by the Listing Rules in connection with the Buyback Mandate is set out in Appendix I to this circular.

– 4 –

LETTER FROM THE BOARD

3. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

Pursuant to clause 111 of the Current Bye-laws, at each annual general meeting of the Company, one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation such that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election.

On 31 March 2020, the Nomination Committee of the Company having reviewed the Board’s composition, nomination committee (the ‘‘Nomination Committee’’), with reference to the nomination policy (the ‘‘Nomination Policy’’) laid down by the Board, being eligible, nominated Mr. Zhang Liang, Mr. Hu Hanyang, Mr. Bo Dateng, Mr. Gao Fei, Mr. Yin Yilin and Mr. Fok Ho Yin, Thomas to the Board for it to recommend to Shareholders for re-election at the annual general meeting to be held on 26 June 2020.

Mr. Hu Hanyang and Mr. Fok Ho Yin, Thomas shall retire from offices as Directors by rotation at the Annual General Meeting pursuant to clause 111 of the Current Bye-laws and, being eligible, offer themselves for election.

Mr. Zhang Liang, Mr. Bo Dateng, Mr. Gao Fei, Mr. Yin Yilin, being Directors appointed after the annual general meeting of the Company held on 28 June 2019, shall retire from office as Directors at the Annual General Meeting pursuant to clause 115 of the Current Bye-laws and, being eligible, offer themselves for election.

Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director(s) proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders’ approval at that relevant general meeting. The requisite details of Mr. Zhang Liang, Mr. Hu Hanyang, Mr. Bo Dateng, Mr. Gao Fei, Mr. Yin Yilin and Mr. Fok Ho Yin, Thomas are set out in Appendix II to this circular.

Mr. Zhang Liang and Mr. Fok Ho Yin, Thomas, who are members of the Nomination Committee, abstained from discussing and voting on the nomination when they were being considered. The nominations were made in accordance with the Nomination Policy and the diversity aspects (including but not limited to, gender, age, cultural and educational background, ethnicity, professional experience, skills and knowledge), as set out under the board diversity policy, were considered.

The Nomination Committee also considered Mr. Zhang Liang’s and Mr. Fok Ho Yin, Thomas’ extensive experience in the professional accounting and finance field and their respective contributions to the Board in the past.

– 5 –

LETTER FROM THE BOARD

The Nomination Committee was satisfied with Mr. Zhang Liang’s and Mr. Fok Ho Yin, Thomas’ independence with reference to the criteria as set out under Rule 3.13 of the Listing Rules. Mr. Zhang Liang and Mr. Fok Ho Yin, Thomas confirm with the Board that they do not hold any cross-directorships or have any significant links with other Directors through involvement in other companies or bodies. On 31 March 2020, the Board accepted Nomination Committee’s nominations and recommended them to stand for re-election by Shareholders at the annual general meeting to be held on 26 June 2020.

Particulars of each of the Directors proposed to be re-elected at the annual general meeting to be held on 26 June 2020. Which are required to be disclosed by the Listing Rules are set out in Appendix II to this circular.

4. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 21 to 24 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the granting of the Buyback Mandate and the Issuance Mandate, the extension of the Issuance Mandate by the addition thereto of the aggregate number of Shares repurchased pursuant to the Buyback Mandate and the re-election of the retiring Directors.

Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the Annual General Meeting. An announcement on the poll vote results will be made 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 the Stock Exchange (www.hkexnews.hk) and the Company (www.cse1004.com). Whether or not you are able to attend the Annual General Meeting, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it, 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 Branch Share Registrar of the Company in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish and in such event, the proxy form shall be deemed to be revoked.

– 6 –

LETTER FROM THE BOARD

5. RECOMMENDATION

The Directors consider that the granting of the Buyback Mandate, the granting/extension of the Issuance Mandate and the re-election of the retiring Directors are in the best interests of the Company, the Group and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

6. GENERAL INFORMATION

Your attention is drawn to the additional information set out in Appendix I (Explanatory Statement on the Buyback Mandate), Appendix II (Details of the retiring Directors proposed to be re-elected at the Annual General Meeting) to this circular.

7. MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully, By Order of the Board Mr. Zhang Liang Chairman of the Board

– 7 –

APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

The following is an explanatory statement required by the Listing Rules to be sent to the Shareholders to enable 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 Buyback Mandate.

1. REASONS FOR BUYBACK OF SHARES

The Directors believe that the granting of the Buyback Mandate is in the interests of the Company and the Shareholders.

Repurchases 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. The Directors are seeking the granting of the Buyback Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 9,374,351,360 Shares.

Subject to the passing of the ordinary resolution set out in item 10 of the notice of the Annual General Meeting in respect of the granting of the Buyback Mandate and on the basis that the number of issued share of the Company remains unchanged on the date of the Annual General Meeting, i.e. being 9,374,351,360 Shares, the Directors would be authorized under the Buyback Mandate to repurchase, during the period in which the Buyback Mandate remains in force, an aggregate number of Shares not exceeding 937,435,136 Shares, representing 10% of the aggregate number of the Shares in issue as at the date of the Annual General Meeting.

3. FUNDING OF REPURCHASES

Repurchases of Shares will be funded from the Company’s internal resources, which shall be funds legally available for such purposes in accordance with the Company’s Memorandum of Association and Bye-laws, the laws of Bermuda and/or any other applicable laws, as the case may be.

– 8 –

APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

The Company is empowered by its Memorandum of Association and the Current Bye-laws to repurchase Shares. The laws of Bermuda provide that the amount of capital paid in connection with a share repurchase by a company may only be paid out of the capital paid up on the relevant shares, or funds of the company which would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of shares made for such purpose. The amount of premium payable on a repurchase may only be paid out of the funds of the company which would otherwise be available for dividend or distribution or out of the share premium account of the company.

4. IMPACT OF REPURCHASES

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 annual report of the Company for the year ended 31 December 2019) in the event that the Buyback Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend 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 the gearing levels, which in the opinion of the Directors are from time to time appropriate for the Company.

5. TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Buyback Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date, Gorgeous Investment Group Holdings Co., Limited, the controlling Shareholder, was interested in 4,092,084,312 Shares, representing approximately 43.65% of the total issued shares capital of the Company. Gorgeous Investment Group Holdings Co., Limited was beneficially owned by Mr. Ko Tin Kwok. On the basis that the issued share capital of the Company and the shareholding of Gorgeous Investment Group Holdings Co., Limited in the Company remain unchanged immediately before the full exercise of the Buyback Mandate, in the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the relevant ordinary resolution to be proposed at the Annual General Meeting, the interests of Gorgeous Investment Group Holdings Co., Limited in the issued Shares would be increased to approximately 48.50% of the total issued share capital of the Company. The Directors are not aware of any consequences which will arise under the Takeovers

– 9 –

APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

Code as a result of any repurchases to be made under the Buyback Mandate. In addition, the Directors consider that the full exercise of the Buyback Mandate will not lead to the percentage of the Company’s public float falling below 25% of the Company’s total issued share capital.

6. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective 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 Buyback Mandate is approved by the Shareholders.

The Company has not been notified by any 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 Buyback Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Buyback Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.

7. MARKET PRICES OF SHARES

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

	Highest	Lowest
	HK$	HK$
2019
May	0.64	0.46
June	0.55	0.32
July	0.34	0.22
August	0.27	0.20
September	0.27	0.23
October	0.34	0.22
November	0.28	0.17
December	0.70	0.17
2020
January	0.40	0.24
February	0.22	0.20
March	0.20	0.20
April (up to the Latest Practicable Date)	0.14	0.13

– 10 –

APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

8. REPURCHASES OF SHARES MADE BY THE COMPANY

No repurchase of Shares has been made by the Company during the previous six months (whether on the Stock Exchange or otherwise).

– 11 –

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

APPENDIX II

Pursuant to the Listing Rules, the details of the Directors, who will retire and offer themselves for re-election at the Annual General Meeting according to the Current Bye-laws, are provided below.

(1) Mr. Zhang Liang

Position and experience

Mr. Zhang Liang (‘‘Mr. Zhang’’), aged 37, was appointed as Chief Executive Officer on 29 March 2018, an executive Director of the Company on 20 August 2019 and Chairman of the Board on 30 August 2019. He obtained a bachelor’s degree in international law and a master’s degree in civil and commercial law from East China University of Political Science and Law and Renmin University of China, respectively. Mr. Zhang has more than 10 years of experience in financial investment, asset management and domestic and overseas mergers and acquisitions, covering with energy, logistics and medical industries in China, Australia, the United States and Latin America, and has extensive experience in the fields of investment and management.

Save as disclosed above, Mr. Zhang has not held any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Currently there is no service contract entered into between Mr. Zhang and the company and he has not been appointed for any fixed term. However, he is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Current Bye-laws. The provisions of the Current Bye-laws in respect of Directors’ retirement by rotation and re-election have been set out in paragraph 3 of the Letter from the Board in this circular.

Relationships

As far as the Directors are aware, Mr. Zhang does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Zhang was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

– 12 –

APPENDIX II

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

Director’s emoluments

Mr. Zhang will not receive any director’s fee under his letter of appointment.

Other information and matters that needs to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Zhang to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Zhang that need to be brought to the attention of the Shareholders.

(2) Mr. Hu Hanyang

Position and experience

Mr. Hu Hanyang (‘‘Mr. Hu’’), aged 36, was appointed as an executive Director of the Company on 10 March 2017. Mr. Hu was graduated from the University of Manchester with double bachelor degrees in Mathematics and Statistics in 2006. He further received his master degree in Applied Statistics from University of Oxford in 2008. He is a member of Royal Statistical Society in the United Kingdom. Mr. Hu started his career in 2007 and has extensive investment experience in the past including investments in Guotai Junan Securities, Dazhong Dianping（大眾點評）, Meituan（美團網）, Hangban Guanjia（航班管 家）, Gaotie Guanjia（高鐵管家）, Dongfang Electronics（東方電子）, Taihai Nuclear（台海 核電）, Gold Phoenix（金麒麟）, Poly Group（寶力股份）, Shandong Fiberglass（山東玻纖）, Fada Flour（發達麵粉）and Telchina（泰華智慧）. He is currently the general manager of Yellow River Delta Industrial Investment Fund Management Co., Ltd. since 2011 and the general manager of Shandong Hi-Speed Investment Fund Management, fully responsible for the operation and investment of the funds. Mr. Hu was honored as the ‘‘2010 Business Figures of Dongying Economic Development Zone’’, the only member who was born in the 1980s to receive such honor. In 2011, he obtained the silver award at the evaluation of ‘‘2011 Excellent Venture Capitalist’’ organised by the Special Committee of Venture Capital Investment of the Investment Association of China.

Save as disclosed above, Mr. Hu has not held any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

– 13 –

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

APPENDIX II

Length of service

Currently there is no service contract entered into between Mr. Hu and the company and he has not been appointed for any fixed term. However, he is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Current Bye-laws. The provisions of the Current Bye-laws in respect of Directors’ retirement by rotation and re-election have been set out in paragraph 3 of the Letter from the Board in this circular.

Relationships

As far as the Directors are aware, Mr. Hu does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Hu was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Mr. Hu is entitled to receive a fixed director’s fee of HK$50,000 per month, which is determined by the Board based on the recommendation of the remuneration committee of the Company and with reference to his qualification, duties and responsibilities with the Company, and the Company’s performance.

Other information and matters that needs to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Hu to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Hu that need to be brought to the attention of the Shareholders.

– 14 –

APPENDIX II

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

(3) Mr. Bo Dateng

Position and experience

Mr. Bo Dateng (‘‘Mr. Bo’’), aged 41, was appointed as an executive Director of the Company on 13 March 2020. He graduated with a bachelor’s degree in International Finance from the Ocean University of China in July 2001. Mr. Bo had worked as an investment development manager from October 2014 to April 2018 in Shandong Hi-Speed Investment Holding Company Limited（山東高速投資控股有限公司）(‘‘Shandong Hi-Speed Investment’’), a company owned by Shandong Hi-Speed Group Co., Ltd.. He then served as the executive director of Shandong Hi-Speed (Shanghai) Investment Holding Co., Ltd.（山 東高速（上海）投資控股有限公司）, a subsidiary of Shandong Hi-Speed Investment from April 2018 to December 2019. Mr. Bo served as chairman of Shandong Hi-Speed Investment Fund Management Co., Ltd.（山東高速投資基金管理有限公司）from April 2019 till date.

Save as disclosed above, Mr. Bo has not held any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

The Company has entered into a service agreement with Mr. Bo for a term of two years commencing from 13 March 2020, which may be terminated by either party giving to the other not less than one month’s prior notice in writing.

Relationships

As far as the Directors are aware, Mr. Bo does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Bo was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Mr. Bo will not receive any director’s fee under his letter of appointment.

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APPENDIX II

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

Other information and matters that needs to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Bo to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Bo that need to be brought to the attention of the Shareholders.

(4) Mr. Gao Fei

Position and experience

Mr. Gao Fei (‘‘Mr. Gao’’), aged 41, was appointed as an executive Director of the Company on 13 March 2020. He graduated with a bachelor’s degree in water conservancy and hydropower with a professional title of engineer from the College of Water Conservancy and Hydropower Engineering, Hohai University. Mr. Gao has an expertise in renewable energies, namely in hydropower. Prior to joining the Company, Mr. Gao was responsible for design and market development at the Shanghai Investigation, Design & Research Institute Company Limited（上海勘測設計研究院）from July 2001 to March 2008. Afterwards, he had progressed from the role of an assistant manager to a senior manager then to a manager of strategic planning prior to being promoted to a senior director in the planning and development department of China Power Clean Energy Development Company Limited（中電國際新能源控股有限公司）from March 2008 to May 2015. Mr. Gao was the vice president prior to becoming the executive director/president of Shanghai Gorgeous Smarter Energy Company Limited（上海國之傑智慧能源有限公司）, a subsidiary of the Company, from June 2015 till date. Mr. Gao is also the executive director and general manager of several of the Company’s subsidiaries, including Linyi Xinlan Electric Company Limited, Dezhou Miaoli Energy Company Limited, Dezhou Guanyang Solar Energy Technology Company Limited, Gaoan Jinjian Power Generation Company Limited, Changfeng Hongyang New Energy Power Generation Company Limited, Dezhou Jiayang New Energy Company Limited and is the executive director of Shanghai Gorgeous Smarter Energy Company Limited. Since June 2015, Mr. Gao has also been the chief strategy officer of the Company.

Save as disclosed above, Mr. Gao has not held any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

The Company has entered into a service agreement with Mr. Gao for a term of two years commencing from 13 March 2020, which may be terminated by either party giving to the other not less than one month’s prior notice in writing.

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

APPENDIX II

Relationships

As far as the Directors are aware, Mr. Gao does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Gao was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Mr. Gao will not receive any director’s fee under his letter of appointment.

Other information and matters that needs to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Gao to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Gao that need to be brought to the attention of the Shareholders.

(5) Mr. Yin Yilin

Position and experience

Mr. Yin Yilin (‘‘Mr. Yin’’), aged 40, was appointed as an executive Director of the Company on 13 March 2020. He graduated from Shanghai Lixin College of Accounting and Finance in July 2001. Mr. Yin has more than 18 years of experience in accounting and in the financial industry, and is also a certified public accountant and a securities practitioner in the People’s Republic of China. From July 2001 to February 2013, Mr. Yin had worked in an accounting firm that was engaged in initial public offering, annual report auditing and consulting services. From March 2013 to June 2019, he worked in Anxin Trust & Investment Co., Ltd. and was responsible for investment review and risk control management business.

Save as disclosed above, Mr. Yin has not held any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

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

APPENDIX II

Length of service

The Company has entered into a service agreement with Mr. Yin for a term of two years commencing from 13 March 2020, which may be terminated by either party giving to the other not less than one month’s prior notice in writing.

Relationships

As far as the Directors are aware, Mr. Yin does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Yin was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Mr. Yin is entitled to receive a fixed director’s fee of HK$20,000 per month, which is determined by the Board based on the recommendation of the remuneration committee of the Company and with reference to his qualification, duties and responsibilities with the Company, and the Company’s performance.

Other information and matters that needs to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Yin to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Yin that need to be brought to the attention of the Shareholders.

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

APPENDIX II

(6) Mr. Fok Ho Yin, Thomas

Position and experience

Mr. Fok Ho Yin, Thomas (‘‘Mr. Fok’’), aged 48, was appointed as an independent non-executive Director on 31 August 2007. He is also the chairman of each of the Audit Committee, Remuneration Committee and the member of the Nomination Committee of the Company. He is a member of Hong Kong Institute of Certified Public Accountants and CPA Australia.Mr. Fok is also a Chartered Financial Analyst. He is an independent nonexecutive director of each of Dafa Properties Group Limited (a company listed on the Main Board of the Stock Exchange, stock code: 6111) and SFund International Holdings Limited (a company listed on the Main Board of the Stock Exchange, stock code: 1367). Mr. Fok was an executive director of Jian ePayment Systems Limited (a company listed on the Growth Enterprise Market of the Stock Exchange, stock code: 8165) from 1 September 2007 to 31 July 2016. Mr. Fok was also an independent non-executive director of Landing International Development Limited (a company listed on the Main Board of the Stock Exchange, stock code: 582) from 11 June 2010 to 27 June 2019.

Save as disclosed above, Mr. Fok has not held any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Currently there is no service contract entered into between Mr. Fok and the company and he has not been appointed for any fixed term. However, he is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Current Byelaws. The provisions of the Current Bye-laws in respect of Directors’ retirement by rotation and re-election have been set out in paragraph 3 of the Letter from the Board in this circular.

Relationships

As far as the Directors are aware, Mr. Fok does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Fok was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

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

APPENDIX II

Director’s emoluments

Mr. Fok is entitled to receive a fixed director’s fee of HK$30,000 per month, which is determined by the Board based on the recommendation of the remuneration committee of the Company and with reference to his qualification, duties and responsibilities with the Company, and the Company’s performance.

Other information and matters that needs to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Fok to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Fok that need to be brought to the attention of the Shareholders.

Mr. Fok, being an Independent Non-executive Director of the Company, has provided an annual confirmation of his independence pursuant to Rule 3.13 of the Listing Rules.

Pursuant to code provision A.4.3 of the Corporate Governance Code as set out in Appendix 14 of the Listing Rules, any further appointment of independent non-executive director serving more than 9 years should be subject to a separate resolution to be approved by shareholders. Mr. Fok is an Independent Non-executive Director of the Company and has served on the Board for more than 9 years. As an Independent Non-executive Director with extensive experience and knowledge and in-depth understanding of the Company’s operations and business, Mr. Fok has expressed objective views and given independent guidance to the Company over the past years. He continues demonstrating a firm commitment to his role. The Nomination Committee and the Board consider that the long service of Mr. Fok would not affect his exercise of independent judgement and are satisfied that Mr. Fok has the required character, integrity and experience to continue fulfilling the role of an Independent Non-executive Director and consider Mr. Fok to be independent. Furthermore, given the extensive knowledge and experience of Mr. Fok, the Nomination Committee and the Board believe that his re-election as a Director is in the best interests of the Company and the Shareholders, and therefore recommend the Shareholders to re-elect Mr. Fok as a Director. A separate resolution will be proposed for his re-election at the Annual General Meeting.

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NOTICE OF THE ANNUAL GENERAL MEETING

**CHINA SMARTER ENERGY GROUP HOLDINGS LIMITED 中國智慧能源集團控股有限公司 ***

(Incorporated in Bermuda with limited liability)

(Stock Code: 1004)

NOTICE IS HEREBY GIVEN that an Annual General Meeting of China Smarter Energy Group Holdings Limited (the ‘‘Company’’) will be held at Plaza 3, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 26 June 2020 at 3:00 p.m. for transacting the following ordinary and special business:

AS ORDINARY BUSINESS

1. To consider and receive the audited consolidated financial statements of the Company and the reports of the directors and of the auditors for the year ended 31 December 2019;

2. To re-elect Mr. Zhang Liang as an executive Director of the Company;

3. To re-elect Mr. Hu Hanyang as an executive Director of the Company;

4. To re-elect Mr. Bo Dateng as an executive Director of the Company;

5. To re-elect Mr. Gao Fei as an executive Director of the Company;

6. To re-elect Ms. Yin Yilin as an executive Director of the Company;

7. To re-elect Mr. Fok Ho Yin, Thomas as an independent non-executive Director of the Company;

8. To determine 15 as the maximum number of Directors, to authorize the Directors to appoint additional Directors up to the maximum number and to fix the Directors’ remuneration;

9. To re-appoint RSM Hong Kong as auditors and to authorize the board of directors to fix auditors’ remuneration;

10. For identification purposes only

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NOTICE OF THE ANNUAL GENERAL MEETING

AS SPECIAL BUSINESS

1. 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, the exercise by the directors during the Relevant Period (as defined below) of all the powers of the Company to purchase its shares, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;

• (b) the aggregate number of shares of the Company to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate number of the issued shares of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and

• (c) for the purpose 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 revocation or variation of the authority given under this resolution by an ordinary resolution passed by the Company’s shareholders in a general meeting; and

  • (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable laws to be held.’’;

• 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, the exercise by the directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorized and unissued shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorize the directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

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NOTICE OF THE ANNUAL GENERAL MEETING

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

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

• (ii) the exercise of options granted under the share option scheme of the Company; and

• (iii) 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 Bye-laws of the Company,

shall not exceed 20% of the aggregate number of the issued shares of the Company as at the date of passing of this resolution and this approval shall be limited accordingly; 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 revocation or variation of the authority given under this resolution by an ordinary resolution passed by the Company’s shareholders in a general meeting; and

• (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable laws to be held; and

‘‘Rights Issue’’ means an offer of shares 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 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).’’; and

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NOTICE OF THE 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 passing of resolutions set out in items 10 and 11 of the notice convening this meeting (the ‘‘Notice’’), the general mandate referred to in the resolution set out in item 11 of the Notice be and is hereby extended by the addition to the aggregate number of shares 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 an amount representing the aggregate number of the shares purchased by the Company pursuant to the mandate referred to in the resolution set out in item 10 of the Notice, provided that such amount shall not exceed 10% of the aggregate number of the issued shares of the Company as at the date of passing of this resolution.’’.

By order of the Board Mr. Zhang Liang Chairman of the Board

Hong Kong, 20 April 2020

Notes:

1. Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him to attend and vote on his behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

2. In order to be valid, a 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 or authority, must be deposited at the Company’s Branch Share Registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a member 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.

3. In relation to the ordinary resolutions set out in items 10, 11 and 12 of the above notice, the directors wish to state that they have no immediate plan to repurchase any existing shares or issue any new shares of the Company.

4. As at the date of this notice, the board comprises Mr. Zhang Liang (Chairman), Mr. Hu Hanyang, Mr. Weng Xiaoquan, Mr. Bo Dateng, Mr. Gao Fei and Mr. Yin Yilin as executive Directors, and Mr. Fok Ho Yin, Thomas and Mr. Lam Cheung Mau as independent non-executive Directors.

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