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REPT BATTERO Energy Co., Ltd. Proxy Solicitation & Information Statement 2011

Feb 21, 2011

49377_rns_2011-02-21_07fd2321-7c1b-4453-a5ee-be271bcac4ad.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

ENERGY INTERNATIONAL INVESTMENTS HOLDINGS LIMITED 能源國際投資控股有限公司[*]

(Formerly known as Xian Yuen Titanium Resources Holdings Limited 森源鈦礦控股有限公司[*] )

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 353)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Energy International Investments Holdings Limited (the “ Company ”) will be held at Unit 1508, 15th Floor, the Center, 99 Queen’s Road Central, Hong Kong on 10 March 2011 at 4:00 p.m. to consider and, if thought fit, pass the following resolution, with or without amendments, as ordinary resolution of the Company:

THAT

  • (1) the master electricity supply agreement (the “ Master Agreement ”) (a copy of which has been produced to the meeting marked “A” and signed by the chairman of the meeting for the purpose of identification) dated 15 September 2010 entered into between 山西中凱 集團靈石熱電有限公司 (Shanxi Zhong Kai Group Lingshi Heat and Power Company Limited) (the “ Project Company ”) and 山西中凱實業集團有限公司 (in English, for identification purpose only, Shanxi Zhongkai Industry Group Company Limited) (“ Zhongkai Group ”) with respect to the continuing connected transactions entered and to be entered between the Project Company and Zhongkai Group and its subsidiaries and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

  • (2) the directors of the Company be and are hereby authorised to sign and execute such documents and do all such acts and things incidental to the Master Agreement or they consider necessary, desirable, or expedient in connection with the implementation of or giving effect to the Master Agreement and the transactions contemplated thereunder; and

  • For identification purpose only

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  • (3) the Revised Annual Caps (as defined in the circular of the Company dated 22 February 2011 (the “ Circular ”), a copy of which has been produced to the meeting marked “B” and signed by the chairman of the meeting for the purpose of identification) for the transactions contemplated under the Master Agreement for the three years ending 31 December 2012 as stated in the Circular, be and are hereby approved.”

By order of the board of directors of Energy International Investments Holdings Limited Law Fei Shing Chief Executive Officer and Executive Director

Hong Kong, 22 February 2011

Notes:

  1. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person duly authorised to sign the same.

  2. Any member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and, in the event of a poll, vote in his/her stead. A proxy need not be a registered shareholder of the Company.

  3. In order to be valid, the form of proxy must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

  4. 4 Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or at any adjourned meeting (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

  5. Where there are joint holders of any shares in the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the meeting, the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.

As at the date of this notice, the executive Directors are Mr. Law Fei Shing (chief executive officer), Mr. Chan Sung Wai, Mr. Chan Kwok Wing, Mr. Wang Donghai, Ms. Wang Meiyan and Mr. Yang Guangming; and the independent non-executive Directors are Mr. Lum Pak Sum, Mr. Sun Tak Keung and Mr. Chow Pui Fung.

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