REPT BATTERO Energy Co., Ltd. — Proxy Solicitation & Information Statement 2019

May 31, 2019

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect about this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, 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, 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.

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)

PROPOSALS IN RELATION TO GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice of annual general meeting (the “ AGM ”) of the Company to be held at Units 4307-08, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on Friday, 28 June 2019 at 3:00 p.m. is set out on pages 12 to 15 of this circular. Whether or not you are able to attend the AGM in person, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the office of 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 as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

* For identification purpose only

3 June 2019

CONTENTS

		Page
Definitions . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Issue Mandate . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Buy-back Mandate	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		5
AGM . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6
Voting by Poll at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6
Recommendation	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I – Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		7
Appendix II – Details of Directors to be Re-elected at the AGM . . . . . . . . . . . .		10
Notice of the AGM . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

– i –

DEFINITIONS

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

• “AGM”

• the annual general meeting of the Company to be convened and held to consider and, if thought fit, to approve, among other things, the proposed grant of the Issue Mandate and the Buy-back Mandate and the re-election of retiring Directors at Units 4307-08, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on Friday, 28 June 2019 at 3:00 p.m.

• “Articles” or “Articles of Association”

• the articles of association of the Company

• “associate”

• has the meaning ascribed to this term under the Listing Rules

• “Board” the board of Directors

• “Buy-back Mandate”

• the buy-back mandate proposed to be granted to the Directors at the AGM to buy-back up to 10% of the issued share capital of the Company as at the date of the relevant resolution granting such mandate

• “Company”

• Energy International Investments Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Main Board of the Stock Exchange with stock code 353

• “Director(s)” the director(s) of the Company

• “Extended Issue Mandate”

• a general mandate to add to the Issue Mandate the aggregated number of Shares bought-back by the Company under the Buy-back Mandate

• “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

• “Issue Mandate”

• the general mandate to allot, issue and deal with Shares not exceeding 20% of the issued share capital of the Company as at the date of passing of the relevant resolution granting such mandate

– 1 –

DEFINITIONS

“Latest Practicable Date”	28 May 2019, being the latest practicable date	28 May 2019, being the latest practicable date	prior to	prior to
	the printing of this circular for	the purpose		of
	ascertaining certain information contained		in	this
	circular
“Listing Rules”	the Rules Governing the Listing of	Securities	on	the
	Stock Exchange
“SFO”	the Securities and Futures Ordinance	(Chapter	571 of
	the Laws of Hong Kong)
“Share(s)”	ordinary share(s) of HK$0.10 each in	the share capital
	of the Company
“Shareholder(s)”	holder(s) of Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeover Code”	the Hong Kong Code on Takeovers and Mergers
“%”	per cent.

– 2 –

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. Lan Yongqiang (Chairman) Ms. Wang Meiyan Mr. Chan Wai Cheung Admiral Ms. Jin Yuping Mr. Cao Sheng Mr. Yu Zhiyong

Independent Non-executive Directors: Mr. Tang Qingbin Mr. Wang Jinghua Mr. Fung Nam Shan

Registered Office: Cricket Square Hutchins Drive, P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head Office and Principal Place of Business in Hong Kong: Units 4307-08, Office Tower, Convention Plaza 1 Harbour Road, Wanchai Hong Kong

3 June 2019

To the Shareholders

Dear Sir or Madam,

PROPOSALS IN RELATION TO GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the proposals for the Issue Mandate, the Buy-back Mandate and the Extended Issue Mandate, and the re-election of Directors, and to seek your approval at the AGM in connection with, among others things, such matters.

* For identification purpose only

– 3 –

LETTER FROM THE BOARD

ISSUE MANDATE

At the last annual general meeting of the Company held on 11 June 2018, the Shareholders passed an ordinary resolution to authorise the Directors to allot, issue and deal with Shares not exceeding 20% of the issued capital of the Company as at the date of the passing of such resolution. Such general mandate will lapse upon the conclusion of the AGM unless the authority is renewed at such meeting. It is therefore proposed that the Issue Mandate be renewed at the AGM.

Ordinary resolutions will be proposed at the AGM to grant to the Directors the Issue Mandate and the Extended Issue Mandate, details of which are set out in resolutions numbered 4 and 6 respectively in the notice of the AGM.

As at the Latest Practicable Date, the issued share capital of the Company comprised 5,444,844,590 Shares. Subject to the passing of the resolution approving the Issue Mandate and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Issue Mandate to issue a maximum of 1,088,968,918 Shares, representing not more than 20% of the issued share capital of the Company as at the date of the passing of such resolution.

BUY-BACK MANDATE

At the last annual general meeting of the Company held on 11 June 2018, the Shareholders passed an ordinary resolution to authorise the Directors to exercise the powers of the Company to buy-back its own Shares not exceeding 10% of the issued share capital of the Company as at the date of the passing of such resolution. Such general mandate will lapse upon the conclusion of the AGM unless the authority is renewed at such meeting. It is therefore proposed that the Buy-back Mandate be renewed at the AGM.

An ordinary resolution will be proposed at the AGM to grant to the Directors the Buy-back Mandate, details of which are set out in resolution numbered 5 in the notice of the AGM.

As at the Latest Practicable Date, the issued share capital of the Company comprised 5,444,844,590 Shares. Subject to the passing of the resolution approving the Buy-back Mandate and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Buy-back Mandate to buy-back a maximum of 544,484,459 Shares, representing not more than 10% of the issued share capital of the Company as at the date of the passing of such resolution.

An explanatory statement as required under the Listing Rules, giving certain information regarding the Buy-back Mandate, is set out in Appendix I to this circular.

– 4 –

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board consists of nine Directors, including six executive Directors, namely, Mr. Lan Yongqiang (Chairman), Ms. Wang Meiyan, Mr. Chan Wai Cheung Admiral, Ms. Jin Yuping, Mr. Cao Sheng and Mr. Yu Zhiyong; and three independent non-executive Directors, namely, Mr. Tang Qingbin, Mr. Wang Jinghua and Mr. Fung Nam Shan.

According to Article 108(A), at each annual general meeting, one-third of the Directors for the time being (or, if their number is not three, or a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years. A retiring Director shall be eligible for re-election. According to Article 108(B), the Directors to retire by rotation shall include (so far as necessary to obtain the number required) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

The Board received the notices of retirement from Ms. Wang Meiyan (“ Ms. Wang ”) and Ms. Jin Yuping (“ Ms. Jin ”) notifying the Board of their intention to retire as executive Directors at the forthcoming AGM and their decision not to offer themselves for re-election. Their retirement was approved by the Board and will take effect at the conclusion of the AGM. In accordance with Articles 108(A) and 108(B), Ms Wang, Ms Jin and Mr. Fung Nam Shan (“ Mr. Fung ”) would retire by rotation at the AGM. Mr. Fung, being eligible, would offer himself for re-election at the AGM.

Mr. Tang Qingbin (“ Mr. Tang ”) was newly appointed since the last annual general meeting of the Company. In accordance with Article 112, Mr. Tang would hold office until the AGM and, being eligible, offer himself for re-election at the AGM.

The Board was notified by each of Mr. Fung and Mr. Tang (collectively, the “ Re-electing Directors ”) that he will offer himself for re-election at the AGM. Therefore, ordinary resolutions will be proposed to re-elect Mr. Fung and Mr. Tang as independent non-executive Directors at the AGM.

The Nomination Committee of the Company has reviewed and assessed the background, expertise and experience of the Re-electing Directors, having regard to the Board Diversity Policy of the Company taking into consideration different diversity factors such as gender, age, cultural and educational background, skills and professional experience, knowledge, length of service and time devotion. The Nomination Committee recommends the Re-electing Directors to stand for re-election.

Particulars of the Re-electing Directors are set out in Appendix II to this circular.

– 5 –

LETTER FROM THE BOARD

AGM

The notice convening the AGM to be held at Units 4307-08, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on Friday, 28 June 2019 at 3:00 p.m. is set out on pages 12 to 15 of this circular. A form of proxy for use at the AGM is enclosed. Whether or not you are able to attend the AGM in person, you are requested to complete the form of proxy, in accordance with the instructions printed thereon and deposit the same at the office of 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 as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

VOTING BY POLL AT THE AGM

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Therefore, all the resolutions put to the vote at the AGM will be taken by way of poll. The chairman of the AGM will explain the detailed procedures for conducting a poll at the commencement of the AGM. After the conclusion of the AGM, the poll results will be published on the website of the Stock Exchange at http://www.hkexnews.hk and the website of the Company at http://website.energyintinv.wisdomir.com.

RECOMMENDATION

The Directors are of the view that the granting of the Issue Mandate, the Buy-back Mandate and the Extended Issue Mandate, and the re-election of the Re-electing Directors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders vote in favour of all the relevant resolutions relating to aforesaid matters to be proposed at the AGM.

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

– 6 –

EXPLANATORY STATEMENT

APPENDIX I

The following explanatory statement contains the information required pursuant to Rule 10.06(1)(b) of the Listing Rules to be given to the Shareholders relating to the resolution to be proposed at the AGM authorising the Buy-back Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 5,444,844,590 fully paid Shares.

Subject to the passing of the proposed resolution for the approval of the Buy-back Mandate and on the basis that no further Shares are issued or bought-back by the Company prior to the AGM, the Company will be allowed under the Buy-back Mandate to buy-back a maximum of 544,484,459 fully paid Shares.

2. REASONS FOR BUY-BACKS

The Directors believe that the Buy-back Mandate is in the best interests of the Company and the Shareholders as a whole. An exercise of the Buy-back Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or earnings per Share and will only be made when the Directors believe that a buy-back will benefit the Company and the Shareholders as a whole.

3. FUNDING OF BUY-BACKS

Buy-backs made pursuant to the Buy-back Mandate would be financed entirely from funds which are legally available for such purpose in accordance with all applicable laws of the Cayman Islands, the Articles and the memorandum of association of the Company.

Any buy-back by the Company may be made out of the profits of the Company or out of a fresh issue of Shares made for the purpose of the buy-back or, if authorised by the Articles and subject to the Companies Law of the Cayman Islands, out of capital and, in the case of any premium payable on the buy-back, out of the profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorised by the Articles and subject to the Companies Law of the Cayman Islands, out of capital.

The Directors consider that the exercise in full of the Buy-back Mandate to buy-back Shares might have a material adverse impact on the working capital or the gearing position of the Group as compared with its financial position disclosed in the audited financial statements contained in the annual report of the Company for the year ended 31 December 2018. However, the Directors do not propose to exercise the Buy-back Mandate to such an extent as would, in the circumstances, have a material adverse impact on the working capital or gearing position of the Group unless the Directors consider that such buy-backs are in the best interests of the Company and the Shareholders notwithstanding such adverse impact.

– 7 –

EXPLANATORY STATEMENT

APPENDIX I

4. UNDERTAKING

There are no Directors or (to the best of the knowledge of the Directors, having made all reasonable enquiries) any associates of the Directors who have a present intention, in the event that the Buy-back Mandate is granted by Shareholders, to sell Shares to the Company.

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

No connected persons of the Company (as defined in the Listing Rules) have notified the Company of a present intention to sell Shares to the Company and no such persons have undertaken not to sell any such Shares to the Company in the event that the Company is authorised to make buy-backs of the Shares.

5. TAKEOVERS CODE

If on the exercise of the power to buy-back Shares pursuant to the Buy-back 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. As a result, 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.

The Directors have no present intention to buy-back any Shares to the extent that it will trigger the obligations for any Shareholder or group of Shareholders acting in concert becoming obliged to make a mandatory offer under the Takeovers Code. Moreover, the Directors have no present intention to buy-back any Shares to the extent that it will result in the amount of Shares held by the public being reduced to less than 25% of the total issued Shares.

6. SHARE BUY-BACK MADE BY THE COMPANY

No buy-backs of Shares have been made by the Company (whether on the Stock Exchange or otherwise) during the last six months immediately prior to the Latest Practicable Date.

– 8 –

EXPLANATORY STATEMENT

APPENDIX I

7. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve calendar months were as follows:

	Highest	Lowest
Month	Price	Price
	HK$	HK$
2018
April	0.285	0.229
May	0.270	0.220
June	0.265	0.235
July	0.270	0.230
August	0.280	0.235
September	0.255	0.235
October	0.245	0.199
November	0.240	0.202
December	0.224	0.191
2019
January	0.213	0.180
February	0.213	0.170
March	0.215	0.191
April	0.210	0.120
May (up to the Latest Practicable Date)	0.152	0.130

– 9 –

APPENDIX II DETAILS OF DIRECTORS TO BE RE-ELECTED AT THE AGM

The biographical information of the Re-electing Directors who will stand for re-election at the AGM are set out below:

Independent non-executive Directors

Mr. Fung Nam Shan , aged 42, was appointed as an independent non-executive Director in May 2015. Mr. Fung is currently the member of each of the audit committee, nomination committee and remuneration committee of the Company. He holds a bachelor’s degree in commerce awarded by the University of Newcastle, Australia. Mr. Fung is a member of the Hong Kong Institute of Certified Public Accountants and a CPA member of the Australian Institute of Certified Public Accountants. Mr. Fung is currently the company secretary and authorised representative of each of Seamless Green China (Holdings) Limited (listed on GEM, stock code: 8150) and Yat Sing Holdings Limited (listed on Main Board, stock code: 3708) and the company secretary of each of Camsing International Holding Limited (listed on Main Board, stock code: 2662) and Thelloy Development Group Limited (listed on Main Board, stock code: 1546). Mr. Fung was the joint company secretary of Future Bright Mining Holdings Limited (listed on Main Board, stock code: 2212) during the period from November 2015 to October 2016 and the company secretary and authorised representative of China Ocean Fishing Holdings Limited (formerly known as Sky Forever Supply Chain Management Group Limited) (listed on GEM, stock code: 8047) during the period from May 2015 to May 2017 and China Investment Development Limited (listed on Main Board, stock code: 204) during the period from August 2018 to November 2018. Mr. Fung served Zhejiang Chang’an Renheng Technology Co., Ltd. (listed on GEM, stock code: 8139) as the financial controller and company secretary from April 2013 to March 2014. Mr. Fung was employed as the financial controller and company secretary of South China Land Limited (listed on GEM, stock code: 8155) from February 2010 to April 2013. Mr. Fung served for a reputable property development group as the financial controller from 2009 to 2010. He has worked for PricewaterhouseCoopers as an audit manager for several years which brought him strong experience in auditing, accounting and taxation in Hong Kong and the PRC. He has been one of the marketing committee members of The Hong Kong Youth Hostels and also a member of its charity walk organising committee since 2012.

Save as disclosed above, Mr. Fung has not held any other positions with the Company or any members of the Group and has not held any other directorships in any listed public companies in the last three years. As far as the Board is aware, Mr. Fung has no relationship with any Directors, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, Mr. Fung does not have any interests in the securities of the Company within the meaning of Part XV of the SFO.

There is no service contract entered into between the Company and Mr. Fung. Mr. Fung is not appointed for a specific term but is subject to retirement by rotation and re-election pursuant to the Articles of Association. Mr. Fung will be entitled to a director’s fee to be determined by the remuneration committee and the Board with reference to his duties and responsibilities within the Company, the Company’s remuneration policy and the prevailing market conditions. For the year ended 31 December 2018, Mr. Fung had received a director’s fee of HK$138,000.

– 10 –

APPENDIX II DETAILS OF DIRECTORS TO BE RE-ELECTED AT THE AGM

Save as disclosed above, Mr. Fung has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election, nor is there any information required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

Mr. Tang Qingbin , aged 55, was appointed as independent non-executive Director in January 2019. Mr. Tang is currently the chairman of each of the audit committee, nomination committee and remuneration committee of the Company. He holds a Bachelor of Economics degree from Shandong Economics College. Mr. Tang is registered as a member of the Chinese Institute of Certified Public Accountants and has over 20 years of experience in the accounting and auditing field in China. He is currently an independent non-executive director of Shandong Molong Petroleum Machinery Company Limited (stock code: 568), a company listed on the Main Board of the Stock Exchange. He is also an independent director of Luxin Venture Capital Group Co., Ltd, a company listed on the Shanghai Stock Exchange (stock code: 600783).

Save as disclosed above, Mr. Tang has not held any other positions with the Company or any members of the Group and has not held any other directorships in any listed public companies in the last three years. As far as the Board is aware, Mr. Tang has no relationship with any Directors, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, Mr. Tang does not have any interests in the securities of the Company within the meaning of Part XV of the SFO.

There is no service contract entered into between the Company and Mr. Tang. Mr. Tang is not appointed for a specific term but is subject to retirement by rotation and re-election pursuant to the Articles of Association. Mr. Tang will be entitled to a director’s fee to be determined by the remuneration committee and the Board with reference to his duties and responsibilities within the Company, the Company’s remuneration policy and the prevailing market conditions.

Save as disclosed above, Mr. Tang has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election, nor is there any information required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

– 11 –

NOTICE OF THE AGM

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 the annual general meeting of Energy International Investments Holdings Limited (the “ Company ”) will be held at Units 4307-08, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on Friday, 28 June 2019 at 3:00 p.m. for the following purposes:

As Ordinary Business:

1. to receive and consider the audited consolidated financial statements and reports of the directors and the auditor of the Company for the year ended 31 December 2018;

2. (a) To re-elect Mr. Fung Nam Shan as an independent non-executive director of the Company;

3. (b) To re-elect Mr. Tang Qingbin as an independent non-executive director of the Company;

4. (c) To authorise the board (the “ Board ”) of directors (the “ Directors ”) of the Company to fix the Directors’ remuneration;

5. to re-appoint BDO Limited as auditor of the Company and to authorise the Board to fix its remuneration;

As Special Business:

To consider and, if thought fit, passing the following resolutions as ordinary resolutions:

1. “ THAT :

2. (a) subject to paragraphs (c) and (d) below, pursuant to the Rules Governing the Listing of Securities (the “ Listing Rules ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company (the “ Issue Mandate ”) to allot, issue and deal with shares in the capital of the Company and to make or grant offers, agreements, options,

* For identification purpose only

– 12 –

NOTICE OF THE AGM

securities convertible or exchangeable into shares of the Company (the “ Shares ”) or similar rights which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements, options, securities convertible or exchangeable into Shares or similar rights, the making, issuing or granting of which might require the exercise of such powers after the end of the Relevant Period (as hereinafter defined);

• (c) the share capital allotted or issued or conditionally or unconditionally agreed to be allotted or issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of shares upon the exercise of the subscription rights or similar arrangement of the Company for the granting or issuance of Shares or rights to acquire Shares from time to time; or (iii) an issue of shares upon the exercise of options which may be granted under any option scheme or similar arrangement for the time being adopted or to adopt for the grant or issue to any officers, employees and/or directors of the Company and/or any of its subsidiaries and/or any other participants of such scheme or arrangement of shares or rights to acquire shares; or (iv) the exercise of rights of conversion or exchange under the terms of any convertible securities or exchangeable securities issued by the Company; or (v) any scrip dividend schemes or similar arrangements providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares in accordance with the articles of association of the Company; or (vi) a specific authority granted by the shareholders of the Company in general meeting, shall not exceed 20 per cent. of the share capital of the Company in issue as at the date of passing of this resolution, and the said approval shall be limited accordingly;

• (d) the Issue Mandate shall be limited by the applicable rules and requirements of the Stock Exchange as amended from time to time, including the restrictions for using the Issue Mandate to issue (i) securities convertible into new Shares for cash consideration, if the initial conversion price of such convertible securities is lower than the Benchmarked Price (as hereinafter defined) of the Shares at the time of the relevant placing; and (ii) warrants, options or similar rights to subscribe for new Shares or securities convertible into new Shares for cash consideration; and

• (e) for the purposes of this resolution:

“ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company unless this authority is renewed either conditionally or unconditionally at such meeting; and

– 13 –

NOTICE OF THE AGM

• (ii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting;

“ Rights Issue ” means an offer of shares, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the Directors to holders of shares on the register on a fixed record date in proportion to their then holdings of shares (subject to such exclusion 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, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong); and

“ Benchmarked Price ” means the higher of: (a) the closing price on the date of the relevant placing agreement or other agreement involving the proposed issue of securities under the Issue Mandate; and (b) the average closing price in the 5 trading days immediately prior to the earlier of: (i) the date of announcement of the placing or the proposed transaction or arrangement involving the proposed issue of securities under the Issue Mandate; (ii) the date of the placing agreement or other agreement involving the proposed issue of securities under the Issue Mandate; and (iii) the date on which the placing or subscription price is fixed.”

5. “ THAT :

• (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company (the “ Buy-back Mandate ”) to buy-back shares of the Company on the Stock Exchange, subject to and in accordance with all applicable laws and/or the requirements of the Listing Rules as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate number of Shares bought-back by the Company pursuant to the approval in paragraph (a) above during the Relevant Period (as hereinafter defined) shall not exceed 10 per cent. of the share capital of the Company in issue as at the date of passing of this resolution, and the authority granted pursuant to paragraph (a) above shall be limited accordingly; and

• (c) for the purposes of this resolution, “ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company unless this authority is renewed either conditionally or unconditionally at such meeting; and

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NOTICE OF THE AGM

• (ii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

• “ THAT conditional upon the passing of ordinary resolutions numbered (4) and (5) as set out in the notice of this meeting of which this resolution forms part, the share capital of the Company which shall have been bought-back by the Company under the Buy-back Mandate shall be added to the share capital that may be allotted or agreed to be allotted by the Directors pursuant to the Issue Mandate.”

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

Hong Kong, 3 June 2019

Registered Office: Head Office and Principal Place of Cricket Square Business in Hong Kong: Hutchins Drive, P.O. Box 2681 Units 4307-08, Office Tower, Convention Plaza Grand Cayman KY1-1111 1 Harbour Road, Wanchai 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 and transfer office 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 for holding the meeting or adjourned meeting.

3. In relation to proposed resolution no. 2 above, Ms. Jin Yuping, Ms. Wang Meiyan, Mr. Fung Nam Shan and Mr. Tang Qingbin, will retire from their offices of Directors at the above meeting, and Mr. Fung Nam Shan and Mr. Tang Qingbin, being eligible, will offer themselves for re-election. Particulars of the said re-electing Directors are set out in Appendix II to the circular dispatched to the shareholders of the Company accompanying this notice.

4. In relation to proposed resolutions nos. 4 and 6 above, approval is being sought from the shareholders of the Company for the grant to the Directors of a general mandate to authorise the allotment and issue of Shares under the Listing Rules.

5. In relation to proposed resolution no. 5 above, the Directors wish to state that they will exercise the powers conferred thereby to buy-back shares in circumstances which they deem appropriate for the benefit of the shareholders. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I to the circular dispatched to the shareholders of the Company accompanying this notice.

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

7. 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. Tang Qingbin, Mr. Wang Jinghua and Mr. Fung Nam Shan.

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