REPT BATTERO Energy Co., Ltd. — Proxy Solicitation & Information Statement 2014

Sep 16, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Energy International Investments Holdings Limited (the “ Company ”), you should at once hand this circular and the accompanying proxy form, to the purchaser or transferee, or to the bank, licenced securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this circular, make 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.

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

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 353)

PROPOSED SHARE CONSOLIDATION, PROPOSED CHANGE IN BOARD LOT SIZE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of Energy International Investments Holdings Limited to be held at Conference Room, 11/F., Nexxus Building, 41 Connaught Road Central, Hong Kong on Tuesday, 7 October 2014 at 3:00 p.m. is set out on pages 11 to 12 of this circular.

Whether or not you are able to attend and vote at the extraordinary general meeting, you are requested to complete the accompanying proxy form and return it to the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

• For identification purpose only

17 September 2014

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Expected Timetable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

DEFINITIONS

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

“Articles of Association”	the articles of association of the Company
“Board”	the board of Directors
“Business Day”	a day on which licensed banks in Hong Kong are generally open
	for business to the public and which is not a Saturday, Sunday or
	public holiday in Hong Kong
“CCASS”	the Central Clearing and Settlement System established and
	operated by HKSCC
“Company”	Energy International Investments Holdings Limited, a company
	incorporated under the laws of Cayman Islands with limited
	liability and whose shares are listed on the Stock Exchange (Stock
	Code: 0353)
“Consolidated Share(s)”	ordinary share(s) of HK$0.1 each in the share capital of the
	Company after the Share Consolidation becoming effective
“Director(s)”	the director(s) of the Company
“EGM”	the extraordinary general meeting of the Company to be convened
	and held at Conference Room, 11/F., Nexxus Building, 41
	Connaught Road Central, Hong Kong on Tuesday, 7 October
	2014 at 3:00 p.m. (or any adjournment thereof) to consider and, if
	thought fit, approve the Share Consolidation
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Latest Practicable Date”	15 September 2014, being the latest practicable date prior to
	the printing of this circular for purpose of ascertaining certain
	information contained in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange, as amended, supplemented or otherwise modified from
	time to time
“Share Consolidation”	the proposed consolidation of every ten (10) issued and unissued
	Shares into one (1) Consolidated Share

1

DEFINITIONS

“Shareholder(s)” holder(s) of Shares “Share(s)” ordinary share(s) of par value of HK$0.01 each in the existing issued and unissued share capital of the Company before the Share Consolidation becoming effective “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subsidiary(ies)” has the meaning ascribed to it under the Listing Rules

2

EXPECTED TIMETABLE

Set out below is the expected timetable in relation to the Share Consolidation and change in board lot size. The timetable is subject to the results of the EGM and other changes. The Company will notify the Shareholders of any significant changes to the expected timetable by way of announcement(s) as and when appropriate.

Hong Kong Date and Time in 2014 Latest time for lodging form of proxy for the EGM . . . . . . . . . . . . . . . . . 3:00 p.m. on Sunday, 5 October Holding of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3:00 p.m. on Tuesday, 7 October Announcement of voting results of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 7 October Effective date for the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 8 October First day of free exchange of the existing share certificates in pink for new share certificates in purple for the Consolidated Shares . . . . . . . . . . . . . . . Wednesday, 8 October Commencement of dealings in the Consolidated Shares . . . . . . . . . . . 9:00 a.m. on Wednesday, 8 October Original counter for trading in the Shares in board lots of 2,000 Shares (in the form of the existing share certificates in pink) temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 8 October Temporary counter for trading in the Consolidated Shares in board lots of 200 Consolidated Shares (in the form of the existing share certificates in pink) opens . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 8 October Original counter for trading in Consolidated Shares in board lots of 20,000 Consolidated Shares (in the form of new share certificates in purple) re-opens . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 22 October Parallel trading in Consolidated Shares (in the form of new share certificates in purple and existing share certificates in pink) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 22 October Designated broker starts to stand in the market to provide matching services for odd lots of Consolidated Shares . . . . . . . . . 9:00 a.m. on Wednesday, 22 October Temporary counter for trading in the Consolidated Shares in board lots of 200 Consolidated Shares (in the form of the existing share certificates in pink) ends: . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 11 November

3

EXPECTED TIMETABLE

Parallel trading in Consolidated Shares (in the form of new

• share certificates in purple and the existing

• share certificates in pink) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 11 November

• Designated broker ceases to stand in the market to provide

• matching services for odd lots of the Consolidated Shares . . . . . . .4:00 p.m. on Tuesday, 11 November

• Last day for free exchange of the existing share certificates in pink for new Share certificates for the Consolidated Shares in purple . . . . . . . . . . . . . . Thursday, 13 November

4

LETTER FROM THE BOARD

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

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 353)

Executive Directors: Mr Wang Donghai Ms. Wang Meiyan Mr. Chan Wai Cheung Admiral Ms. Jin Yuping

Registered Office: Cricket Square Hutchins Drive P. O. Box 2681 Grand Cayman KY1-111 Cayman Islands

Independent Non-executive Directors:

Mr. Lee Hoi Yan

Mr. Wong Jinghua Mr. Lan Yongqing

Head Office and Principal Place of Business in Hong Kong: Unit 1508, 15th Floor The Center 99 Queen’s Road Central Central, Hong Kong

17 September 2014

To the Shareholders

Dear Sirs or Madams,

PROPOSED SHARE CONSOLIDATION, PROPOSED CHANGE IN BOARD LOT SIZE AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 4 September 2014 in relation to, amongst other matters, the proposed Share Consolidation and proposed change in board lot size. The purpose of this circular is to provide you with information on the Share Consolidation and to give you a notice of the EGM at which resolution will be proposed to consider and, if thought fit, approve the Share Consolidation.

• For identification purpose only

5

LETTER FROM THE BOARD

PROPOSED SHARE CONSOLIDATION

The Board proposes to implement the Share Consolidation on the basis that every ten (10) issued and unissued Shares of par value HK$0.01 each will be consolidated into one (1) Consolidated Share of par value HK$0.1 each. Fractional Consolidated Shares will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated, sold and retained for the benefits of the Company, if possible and applicable.

Effects of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company amounted to HK$500,000,000 divided into 50,000,000,000 Shares, of which 18,470,850,617 Shares had been allotted and issued as fully paid or credited as fully paid. Upon the Share Consolidation becoming effective and on the basis that no further Shares will be allotted and issued or repurchased prior thereto, the authorised share capital of the Company will become HK$500,000,000 divided into 5,000,000,000 Consolidated Shares, of which 1,847,085,061 Consolidated Shares will be in issue, which are fully paid or credit as fully paid.

			Immediately
			upon the share
		As at	Consolidation
		the date of this	becoming
		circular	effective
Nominal	value of each Share/Consolidated Share	HK$0.01	HK$0.1 per
		per Share	Consolidated
			Share
Number	of authorized Shares/Consolidated Shares	50,000,000,000	5,000,000,000
		Shares	Consolidated
			Shares
Number	of issued Shares	18,470,850,617	1,847,085,061
		Shares	Consolidated
			Shares
Amount	of authorized share capital	HK$500,000,000	HK$500,000,000
Amount	of issued and fully paid-up share capital	HK$184,708,506	HK$184,708,506

Upon the Share Consolidation becoming effective, the Consolidated Shares will rank pari passu in all respects with each other in accordance with the Articles of Association.

6

LETTER FROM THE BOARD

Other than the expenses, including but not limited to the professional fees and printing charges, to be incurred in relation to the Share Consolidation, the implementation thereof will have no effect on the consolidated net asset value of the Group, nor will it alter the underlying assets, business operations, management or financial position of the Group or result in any change in the rights of the Shareholders, save for any fractional Consolidated Shares to which the Shareholders may be entitled.

Dealings of the Consolidated Shares

The Consolidated Shares will be identical in all respects and rank pari passu in all respects with each other as to all future dividends and distributions which are declared, made or paid. Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Other than the expenses to be incurred in relation to the Share Consolidation, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the Company or the interests or rights of the Shareholders, save for any fractional Consolidated Shares to which Shareholders may be entitled.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon the following conditions:

• (i) the passing by the Shareholders of an ordinary resolution to approve the Share Consolidation at the EGM;

• (ii) the Listing Committee of the Stock Exchange granting approved to the listing of, and the permission to deal in, the Consolidated Shares to be issued upon the Share Consolidation becoming effective, and

• (iii) the compliance with the relevant procedures and requirements under the Cayman Islands law (where applicable) and the Listing Rules to effect the Share Consolidation.

The Share Consolidation will become effective on the next Business Day immediately following the fulfillment of the above conditions.

7

LETTER FROM THE BOARD

Listing Application

An application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and the permission to deal in, the Consolidated Shares to be issued upon the Share Consolidation becoming effective. All necessary arrangements will be made for the Consolidated Shares to be admitted into the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited. The Share Consolidation will be conducted in accordance with the provisions of the Articles of Association.

No part of the securities of the Company is listed or dealt in on any other stock exchange, or on which listing or permission to deal is being or is proposed to be sought.

PROPOSED CHANGE OF BOARD LOT SIZE

The Board also proposes to change the board lot size for trading in the shares from 2,000 Shares to 20,000 Consolidated Shares upon the Share Consolidation becoming effective.

Based on the closing price of HK$0.014 per Share (equivalent to HK$0.14 per Consolidated Share) as quoted on the Stock Exchange as at the Latest Practicable Date, the estimated market value per board lot of 20,000 Consolidated Shares will be HK$2,800 assuming the Share Consolidation becoming effective.

OTHER ARRANGEMENTS

Arrangement on odd lot trading

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares arising from the Share Consolidation, the Company has appointed Oriental Patron Securities Limited to stand in the market and provide matching services for the sale and purchase of odd lots of the Consolidated Shares at the relevant market price per Consolidated Share for Shareholders on a best effort basis during the period from 9:00 a.m. on Wednesday, 22 October 2014 to 4:00 p.m. on Tuesday, 11 November 2014 (both dates inclusive). Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares may contact Mr. Raymond Ng of Oriental Patron Securities Limited at 27th Floor, Two Exchange Square, 8 Connaught Place, Hong Kong by phone at (852) 2842 5862 during the office hours in the aforesaid period.

Holders of odd lots of the Consolidated Shares should note that successful matching of the sale and purchase of odd lots of the Consolidated Shares are not warranted. If any Shareholder is in doubt about the odd lots arrangement is recommended to consult his/her/its own professional advisers. Shareholders may refer to the section headed “EXPECTED TIMETABLE” on pages 3 to 4 of this circular for the period during which the Company will provide matching service for the sale and purchase of the odd lots of the Consolidated Shares.

8

LETTER FROM THE BOARD

Fractional entitlements

Fractional Consolidated Shares will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated, sold and retained for the benefit of the Company, if possible and applicable. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Shares regardless of the number of share certificates held by such holder.

Exchange of Share Certificates

Should the Share Consolidation become effective, which is currently expected to be Wednesday, 8 October 2014, Shareholders may, during the period from Wednesday, 8 October 2014 to Thursday, 13 November 2014 (both days inclusive), submit the existing share certificates for the Shares to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for exchange, at the expense of the Company, for new share certificates for the Consolidated Shares. It is expected that the new share certificates for the Consolidated Shares will be available for collection within 10 Business Days after the submission of the existing share certificates to the above branch share registrar of the Company for exchange. Thereafter, the existing share certificates will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be allowed by the Stock Exchange) for each new share certificate for the Consolidated Shares issued or each existing share certificate for the Shares submitted for cancellation, whichever the number of certificates involved is higher. However, the existing share certificates for the Shares will continue to be good evidence of legal title and may be exchanged for new share certificates for the Consolidated Shares at any time at the expense of the Shareholders but are not acceptable for trading, settlement and registration upon the Share Consolidation becoming effective.

REASONS FOR THE SHARE CONSOLIDATION

Pursuant to Rule 13.64 of the Listing Rules, where the market price of the securities of the issuer approaches the extremities of HK$0.01 or HK$9,995, the Stock Exchange reserves the right to require the issuer either to change the trading method or to proceed with a consolidation or splitting of its securities. In view of the recent trading prices of the Shares, the Board proposes to effect the Share Consolidation in order to comply with the trading requirements of the Listing Rules.

The Share Consolidation will increase the nominal value of the Shares. It is expected that the Share Consolidation would bring about a corresponding upward adjustment in the trading price per board lot of the Consolidated Shares on the Stock Exchange, which will reduce the overall transaction and handling costs of dealings in the Consolidated Shares. As a result, the Share Consolidation would not only enable the Company to comply with the trading requirements under the Listing Rules, but would also attract more investors and extend the base of the Shareholders.

Accordingly, the Directors consider that the Share Consolidation is in the interests of the Company and the Shareholders as a whole.

9

LETTER FROM THE BOARD

ADJUSTMENTS IN RELATION TO THE CONVERTIBLE BONDS

The proposed Share Consolidation may lead to adjustments to the conversion price and/or the number of conversion Shares to be issued upon exercise of the conversion rights attached to the convertible bonds pursuant to the relevant terms of the instrument constituting the convertible bonds. Further announcement will be made by the Company in respect of such adjustments as and when appropriate.

EGM

The Share Consolidation is subject to the Shareholders’ approval at the EGM and no Shareholders are required to abstain from voting on the resolution in relation to the Share Consolidation.

A notice convening the EGM is set out on pages 11 to 12 of this circular. Shareholders are advised to read the notice and to complete and return the accompanying form of proxy for use at the EGM in accordance with the instructions printed thereon.

Pursuant to Rule 13.39(4) of the Listing Rules, any votes of the shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, the chairman of the EGM will demand a poll for the resolution put forward at the EGM.

RECOMMENDATION

The Directors are of the opinion that the proposed Share Consolidation is in the interests of the Company and the Shareholders as a whole and recommend you to vote in favour of the resolution to be proposed at the EGM.

Yours faithfully, By Order of the Board Energy International Investments Holdings Limited Wang Donghai

Executive Director

10

NOTICE OF EGM

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

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 353)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Energy International Investments Holdings Limited (the “ Company ”) will be held at Conference Room, 11/F., Nexxus Building, 41 Connaught Road Central, Hong Kong on Tuesday, 7 October 2014 at 3:00 p.m., for the purpose of considering and, if thought fit, passing the following resolution, with or without amendments, as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT subject to and conditional upon The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in the Consolidated Shares (as defined below) to be in issue upon the Share Consolidation (as defined below) becoming effective, with effect from the first business day immediately following the date on which this resolution is passed:

• (a) every ten (10) issued and unissued shares of par value HK$0.01 each in the share capital of the Company be consolidated (“ Share Consolidation ”) into one (1) share of par value HK$0.1 (“ Consolidated Share(s) ”);

• (b) all of the Consolidated Shares shall rank pari passu in all respects with each other in the same class and have the rights and privileges and be subject to the restrictions contained in the bye-laws of the Company;

• (c) all fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to holders of the same but all such fractional Consolidated Shares will be aggregated and, if possible, sold and retained for the benefits of the Company in such manner and on such terms as the directors (“Director(s)”) of the Company may think fit; and

• For identification purpose only

11

NOTICE OF EGM

• (d) the Directors be and are hereby authorised to do all such acts, deeds and things and to sign and execute all such documents, including under the seal of the Company (where applicable), on behalf of the Company, as they may, in their absolution discretion, consider necessary, desirable or expedient to implement and give effect to any or all of the foregoing.”

Yours faithfully, By order of the Board Energy International Investments Holdings Limited Wang Donghai Executive Director

Hong Kong, 17 September 2014

Registered Office: Head office and principal place of Cricket Square business in Hong Kong: Hutchins Drive Unit 1508, 15th Floor P.O. Box 2681 The Center Grand Cayman KY1-1111 99 Queen’s Road Central Cayman Islands Central, Hong Kong

Notes:

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

2. Any member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him in accordance with the Company’s bye-laws. A proxy need not be a member of the Company but must be present in person to represent the member.

3. To be valid, a form of proxy, together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or authority must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

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

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

12