REPT BATTERO Energy Co., Ltd. — Proxy Solicitation & Information Statement 2018

Jul 26, 2018

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[*]

(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 (the “ EGM ”) of Energy International Investments Holdings Limited (the “ Company ”) will be held at 2/F, J Plus 35-45B Bonham Strand, Sheung Wan, Hong Kong on Friday, 17 August 2018 at 3:00 p.m. for the purpose of considering and, if thought fit, passing the following resolutions, with or without amendments, as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) the entering into of the subscription agreement (the “ GCL CB Subscription Agreement ”, a copy of which has been produced to this meeting marked “A” and signed by the chairman of this meeting for the purpose of identification) dated 14 June 2018 by Giant Crystal Limited (“ GCL ”) as subscriber and the Company as issuer in relation to the subscription by GCL of 3% per annum convertible bonds (the “ GCL Convertible Bonds ”) in the principal amount of HK$200,000,000 to be issued by the Company due on the second anniversary of the date of issue carrying a conversion right entitling their holders to subscribe for 784,313,725 Shares (the “ GCL Conversion Shares ”) at the initial conversion price of HK$0.255 per ordinary share in the Company (“ Share ”) (subject to adjustments in accordance with the terms and conditions of the GCL Convertible Bonds), and all transactions contemplated thereunder and all other matters thereof and incidental thereto and in connection therewith, be and are hereby generally and unconditionally approved, confirmed and ratified in all respects;

• For identification purpose only

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• (b) conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Listing Committee ”) granting the listing of, and permission to deal in the GCL Conversion Shares, the directors (the “ Directors ”) of the Company be and are hereby (i) authorised to issue the GCL Convertible Bonds to GCL; and (ii) granted a specific mandate (the “ GCL Specific Mandate ”) to allot and issue the GCL Conversion Shares, in each case on the terms and subject to the conditions of the GCL Convertible Bonds, such GCL Specific Mandate being in additional to and not prejudicing or revoking any general or specific mandate(s) which has/ have been granted or may from time to time be granted to the Directors by the shareholders of the Company; and

• (c) the Directors be and are hereby generally and unconditionally authorised to do all such acts or things and execute and deliver all such documents, instruments and agreements which they consider necessary, desirable or expedient to give effect to the transactions contemplated by the GCL CB Subscription Agreement, the issue of the GCL Convertible Bonds and the allotment and issue of the GCL Conversion Shares, and to agree to such variation, amendments or waiver of matters relating thereto as are, in the opinion of the Directors, in the interests of the Company, including without limitation the letter agreement dated 20 July 2018 regarding the extension of long stop date.”

• “ THAT :

• (a) the entering into of the placing agreement (the “ CB Placing Agreement ”, a copy of which has been produced to this meeting marked “B” and signed by the chairman of this meeting for the purpose of identification) dated 14 June 2018 by the Company and Golden Rich Securities Limited (the “ Placing Agent ”) in relation to the best-effort placing by the Placing Agent of 3% per annum convertible bonds (the “ Placing Convertible Bonds ”) in the principal amount of up to HK$500,000,000 to be issued by the Company due on the second anniversary of the date of issue carrying a conversion right entitling their holders to subscribe for up to 1,960,784,313 Shares (the “ Placing Conversion Shares ”) at the initial conversion price of HK$0.255 per Share (subject to adjustments in accordance with the terms and conditions of the Placing Convertible Bonds), and all transactions contemplated thereunder and all other matters thereof and incidental thereto and in connection therewith, be and are hereby generally and unconditionally approved, confirmed and ratified in all respects;

• (b) conditional upon the Listing Committee granting the listing of, and permission to deal in the Placing Conversion Shares and other conditions of the CB Placing Agreement, the Directors be and are hereby (i) authorised to issue the Placing Convertible Bonds; and (ii) granted a specific mandate (the “ Placing Specific Mandate ”) to allot and issue the Placing Conversion Shares, in each case on the terms and subject to the conditions of the Placing Convertible Bonds, such Placing Specific Mandate being in additional to and not prejudicing or revoking any general or specific mandate(s) which has/have been granted or may from time to time be granted to the Directors by the shareholders of the Company; and

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• (c) the Directors be and are hereby generally and unconditionally authorised to do all such acts or things and execute and deliver all such documents, instruments and agreements which they consider necessary, desirable or expedient to give effect to the transactions contemplated by the CB Placing Agreement, the issue of the Placing Convertible Bonds and the allotment and issue of the Placing Conversion Shares, and to agree to such variation, amendments or waiver of matters relating thereto as are, in the opinion of the Directors, in the interests of the Company, including without limitation the letter agreement dated 20 July 2018 regarding the extension of long stop date.”

By order of the Board Energy International Investments Holdings Limited Lan Yongqiang Chairman

Hong Kong, 27 July 2018

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 Hong Kong

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, vote in his stead. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the office of the Company’s branch share registrar 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.

3. Pursuant to Rule 13.39(4) of the Listing Rules, all votes of shareholders at the meeting will be taken by poll.

4. As at the date of this notice, the executive Directors are Mr. Lan Yongqiang (Chairman), Ms. Wang Meiyan, Mr. Chan Wai Cheung Admiral, Ms. Jin Yuping, Mr. Cao Sheng and Mr. Yu Zhiyong; and the independent non-executive Directors are Mr. Lee Hoi Yan, Mr. Wang Jinghua and Mr. Fung Nam Shan.

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