S E A Holdings Limited — Proxy Solicitation & Information Statement 2024

Jan 18, 2024

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 stockbroker or other licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities in CCIAM Future Energy Limited , you should at once hand this circular with the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

CCIAM Future Energy Limited 信能低碳有限公司

(Incorporated in Hong Kong with limited liability)

(Stock code: 145)

PROPOSED SHARE CONSOLIDATION AND NOTICE OF EGM

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed “Definitions” in this circular.

A letter from the Board is set out on pages 6 to 12 of this circular.

A notice convening the EGM to be held at Level 43, AIA Tower, 183 Electric Road, North Point, Hong Kong on Tuesday, 6 February 2024 at 11:00 a.m. is set out on pages EGM-1 to EGM-2 of this circular. A proxy form is also enclosed. Whether or not you are able to attend the EGM or any adjourned meeting in person, you are requested to complete and return the accompanying proxy form in accordance with the instructions printed thereon and deposit it with the Company’s share registrar, Tricor Tengis Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours (i.e. 11:00 a.m. on Sunday, 4 February 2024) before the time appointed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the proxy form shall not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

19 January 2024

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

– i –

DEFINITIONS

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

• “Announcement”

the announcement of the Company dated 18 January 2024 in relation to the proposed Share Consolidation and proposed Rights Issue

• “Board”

• the board of Directors

• “CCASS”

• the Central Clearing and Settlement System established and operated by HKSCC

• “CCASS Operational Procedures”

• the Operational Procedures of HKSCC in relation to CCASS, containing the practices, procedures and administrative requirements relating to operations and functions of CCASS, as from time to time

• “Company”

• CCIAM Future Energy Limited (Stock Code: 145), a company incorporated in Hong Kong with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

• “Consolidated Share(s)”

• ordinary share(s) in the share capital of the Company immediately after the Share Consolidation becoming effective

• “Director(s)”

• director(s) of the Company

• “EGM”

• the extraordinary general meeting of the Company to be convened and held to consider and, if thought fit, approve the Share Consolidation

• “Existing Share(s)”

• ordinary share(s) in the share capital of the Company immediately before the Share Consolidation becoming effective

• “General Rules of CCASS”

• the terms and conditions regulating the use of CCASS, as may be amended or modified from time to time and where the context so permits, shall include the CCASS Operational Procedures

• “Group”

• the Company and its subsidiaries

• “HK$”

• Hong Kong dollar, the lawful currency of Hong Kong

– 1 –

DEFINITIONS

• “HKSCC”

• “Hong Kong”

• “Latest Practicable Date”

• “Listing Committee”

• “Listing Rules”

• “Registrar”

• “Rights Issue”

• “Rights Share(s)”

• “Share(s)”

• “Shareholders”

• “Share Consolidation”

• “Share Option(s)”

• Hong Kong Securities Clearing Company Limited

• the Hong Kong Special Administrative Region of the People’s Republic of China

• 18 January 2024, being the latest practicable date prior to printing of this circular for ascertaining certain information contained in this circular

• has the same meaning as defined in the Listing Rules

• the Rules Governing the Listing of Securities on the Stock Exchange

• Tricor Tengis Limited, being the share registrar and transfer office of the Company at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong

• the Rights Shares for subscription by the qualifying Shareholders by way of rights issue on the basis of one (1) Rights Share for every two (2) Consolidated Shares in issue held on the record date as disclosed in the Announcement

• up to 56,514,181 new Consolidated Share(s) to be allotted and issued under the Rights Issue

• the Existing Share(s) or the Consolidated Share(s) (whichever shall be appropriate)

• holder(s) of the Share(s)

• the proposed consolidation of every ten (10) issued and unissued Existing Shares into one (1) Consolidated Share

• as at the Latest Practicable Date, 7,196,143 outstanding share options granted under the Share Option Scheme

– 2 –

DEFINITIONS

“Share	Option Scheme”	the share option scheme adopted by the Company on
		2 June 2023
“Stock	Exchange”	The Stock Exchange of Hong Kong Limited
“%”		per cent.

– 3 –

EXPECTED TIMETABLE

The expected timetable for the implementation of the Share Consolidation is as follows:

Event

Time and date

Latest date and time for lodging transfers of
Existing Shares in order to qualify for attendance
and voting at the EGM . . . . . . . . . . . . . . . . . . . .	. . .	. . . . . . . . . . . . . . . . . 4:30 p.m. on
			Wednesday, 31 January 2024
Closure of register of members for the entitlement to
attend and vote at the EGM (both days inclusive)	. . . . .		Thursday, 1 February 2024 to
			Tuesday, 6 February 2024
Latest date and time for lodging forms of proxy
for the EGM (not less than 48 hours
prior to the time of the EGM) . . . . . . . . . . . . . . .	. . . . . .		. . . . . . . . . . . . . 11:00 a.m. on
			Sunday, 4 February 2024
Record date for attendance and voting at the EGM	. .	. . . .	. . . Tuesday, 6 February 2024
Date and time of the EGM . . . . . . . . . . . . . . . . . . . .	. . . . . .		. . . . . . . . . . . . . 11:00 a.m. on
			Tuesday, 6 February 2024
Publication of the announcement of
the voting results of the EGM . . . . . . . . . . . . . . . . .		. . . .	. . . Tuesday, 6 February 2024
Register of members re-opens . . . . . . . . . . . . . . . .	. . .	. . .	. Wednesday, 7 February 2024
**The following events are conditional on the **	fulfilment of the conditions for the
**implementation of the Share Consolidation as set **	out in this circular.
Effective date of the Share Consolidation . . . . . . . . . .		. . . .	. . Thursday, 8 February 2024
First day of free exchange of existing share certificates		for
new share certificates for the Consolidated Shares .		. . . .	. . Thursday, 8 February 2024
Commencement of dealings in the Consolidated Shares . .			. . . . . . . . . . . . . . 9:00 a.m. on
			Thursday, 8 February 2024
Original counter for trading in the Existing Shares
in board lots of 8,000 Existing Shares (in the form	of
existing share certificates) temporarily closes . .	. . . . . .		. . . . . . . . . . . . . . 9:00 a.m. on
			Thursday, 8 February 2024
Temporary counter for trading in the Consolidated Shares
in board lots of 800 Consolidated Shares
(in the form of existing share certificates) opens	. . . . . .		. . . . . . . . . . . . . . 9:00 a.m. on
			Thursday, 8 February 2024

– 4 –

EXPECTED TIMETABLE

Original counter for trading in the Consolidated Shares
in board lots of 8,000 Consolidated Shares
(in the form of new share certificates) re-opens . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
	Monday, 26 February 2024
Parallel trading in the Consolidated Shares (in the form of
new share certificates for the Consolidated Shares and
existing share certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
	Monday, 26 February 2024
Designated broker starts to stand in the market to provide
matching services for odd lots of the Consolidated Shares	. . . . . . . . . . . . 9:00 a.m. on
	Monday, 26 February 2024
Designated broker ceases to stand in the market to provide
matching services for odd lots of the Consolidated Shares	. . . . . . . . . . . . 4:00 p.m. on
	Friday, 15 March 2024
Temporary counter for trading in the Consolidated Shares
in board lots of 800 Consolidated Shares
(in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on
	Friday, 15 March 2024
Parallel trading in the Consolidated Shares (in the form of
new share certificates for the Consolidated Shares and
existing share certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on
	Friday, 15 March 2024
Last day for free exchange of existing share certificates for
new share certificates for the Consolidated Shares . . . . . . . . . Tuesday, 19 March 2024

All times and dates in this circular refer to Hong Kong local times and dates. The Shareholders should note that the dates and deadlines specified in this circular for events in the expected timetable for the Share Consolidation are subject to the satisfaction of all the conditions of the Share Consolidation, including without limitation, the approval of the Share Consolidation by the Shareholders at the EGM, and are therefore for indicative purpose only.

In the event that any special circumstances arise, the Board may extend, or make adjustments to, the expected timetable if it considers appropriate. Any changes to the expected timetable will be announced in a separate announcement by the Company as and when appropriate.

– 5 –

LETTER FROM THE BOARD

CCIAM Future Energy Limited 信能低碳有限公司

(Incorporated in Hong Kong with limited liability)

(Stock code: 145)

Executive Directors: Mr. Cheng Lut Tim Mr. Chong Kok Leong Mr. Mok Tsan San Mr. Zhuang Miaozhong

Registered office: Unit D, 7/F Seabright Plaza 9-23 Shell Street North Point Hong Kong

Independent non-executive Directors: Ms. Li Liming Mr. Yeung Wai Hung, Peter Ms. Yuen Wai Man

19 January 2024

To the Shareholders

Dear Sir or Madam,

PROPOSED SHARE CONSOLIDATION AND NOTICE OF EGM

INTRODUCTION

Reference is made to the Announcement in relation to the proposed Share Consolidation and proposed Rights Issue. Referring to the Announcement, the Company proposed to implement the Share Consolidation and the Rights Issue on the basis of one (1) Rights Share for every two (2) Consolidated Shares held on the record date. As disclosed in the Announcement, the Rights Issue is not conditional upon approval by the Shareholders but is subject to, among other things, the Share Consolidation having become effective.

The purpose of this circular is to provide you with, among other things, (i) further details of the Share Consolidation; and (ii) the notice of EGM.

PROPOSED SHARE CONSOLIDATION

The Board proposes to implement the Share Consolidation on the basis that every ten (10) Existing Shares in the share capital of the Company be consolidated into one (1) Consolidated Share and the number of the Consolidated Shares be rounded down to the nearest whole number by disregarding any fractional Consolidated Share which would otherwise arise.

– 6 –

LETTER FROM THE BOARD

Effects of the Share Consolidation

As at the Latest Practicable Date, there are 1,130,283,633 Existing Shares in issue which are fully paid or credited as fully paid. Assuming that no further Shares are issued or repurchased from the Latest Practicable Date until the effective date of the Share Consolidation, immediately after the Share Consolidation becoming effective, there will be 113,028,363 whole Consolidated Shares in issue which are fully paid or credited as fully paid.

Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other.

Other than the expenses to be incurred in relation to the Share Consolidation, the implementation of the Share Consolidation will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders, save that any fractional Consolidated Shares will not be allocated to Shareholders who may otherwise be entitled and the necessary professional expenses for the implementation of the Share Consolidation.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon the following conditions being satisfied:

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

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

• (iii) the compliance with the relevant procedures and requirements under the Hong Kong laws (where applicable) and the Listing Rules to effect the Share Consolidation.

Subject to the fulfilment of the conditions of the Share Consolidation, the effective date of the Share Consolidation is expected to be Thursday, 8 February 2024, being the second business day immediately after the EGM. As at the Latest Practicable Date, none of the conditions above had been fulfilled.

– 7 –

LETTER FROM THE BOARD

Application for listing of the Consolidated Shares

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 upon the Share Consolidation becoming effective.

Subject to the granting of listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange upon the Share Consolidation becoming effective, as well as compliance with the stock admission requirements of HKSCC, 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 settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS established and operated by HKSCC.

None of the Existing Shares are listed or dealt in on any other stock exchange other than the Stock Exchange. Upon the Share Consolidation becoming effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought.

Board lot size

The existing board lot size of 8,000 Existing Shares will remain unchanged upon the Share Consolidation becoming effective. The value of the current board lot, based on the closing price of HK$0.04 per Existing Share as at the Latest Practicable Date, was HK$320. Upon the Share Consolidation becoming effective, the expected value of each board lot of 8,000 Consolidated Shares, based solely on the closing price of HK$0.04 per Existing Share (equivalent to the theoretical closing price of HK$0.40 per Consolidated Share) as at the Latest Practicable Date, is expected to be HK$3,200.

Fractional entitlement to Consolidated Shares

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

Shareholders concerned about losing out on any fractional entitlement are recommended to consult their licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser and may wish to consider the possibility of buying or selling Shares in a number sufficient to make up an entitlement to receive a whole number of Consolidated Shares.

– 8 –

LETTER FROM THE BOARD

Arrangement on odd lots trading and matching services

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares arising from the Share Consolidation, the Company has appointed VC Brokerage Limited to provide a matching service, on a best effort basis, to those 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 during the period from 9:00 a.m. on Monday, 26 February 2024 to 4:00 p.m. on Friday, 15 March 2024 (both days inclusive). Any Shareholder who wishes to use this matching service should contact Mr. Wong of VC Brokerage Limited at 6/F, Centre Point, 181–185 Gloucester Road, Wanchai, Hong Kong, or at the telephone number (852) 2913 6716 during office hours of such 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 is not guaranteed. Any Shareholder, who is in any doubt about the odd lots matching arrangement, is recommended to consult his/her/its own professional advisers.

Shareholders or potential investors should note that (i) odd lots will be created after the Share Consolidation; (ii) odd lots arrangements do not guarantee successful matching of all odd lots at the relevant market price; and (iii) odd lots might be sold below the market price in the market.

Exchange of share certificates

Subject to the Share Consolidation having become effective, Shareholders may during the specified period submit share certificates for Existing Shares to the Registrar, Tricor Tengis Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for exchange for share certificates in red colour for the Consolidated Shares at the expense of the Company.

Thereafter, certificates for the Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may be allowed by the Stock Exchange from time to time) by the Shareholders for each share certificate for the Existing Shares cancelled or each new share certificate issued for the Consolidated Shares, whichever the number of share certificates cancelled/issued is higher.

Subject to the Share Consolidation becoming effective, after 4:10 p.m. on Friday, 15 March 2024, trading will only be in Consolidated Shares which share certificates will be issued in red colour. Existing share certificates in yellow colour for the Existing Shares will cease to be valid for trading and settlement purpose, but will remain valid and effective as documents of title.

– 9 –

LETTER FROM THE BOARD

Adjustments in relation to other securities of the Company

As at the Latest Practicable Date, there are outstanding Share Options for subscription of an aggregate of 7,196,143 Existing Shares under the Share Option Scheme. The Share Consolidation may lead to adjustments to the exercise price and/or the number of Consolidated Shares falling to be issued upon exercise of the outstanding Share Options pursuant to the terms and conditions of the Share Option Scheme and the Listing Rules. The Company shall within 28 days after receipt of a confirmation of the independent financial advisor or the auditors and inform the holders of the Share Options and will publish announcement(s) on such adjustments as and when appropriate.

Save for the aforesaid, the Company has no other outstanding convertible securities, options or warrants in issue which are convertible or exchangeable into Shares as at the Latest Practicable Date.

Reasons for and benefits of 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$9,995.00, 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. Further, according to the “Guide on trading arrangements for selected types of corporate actions” issued by the Stock Exchange on 28 November 2008 and last updated on 1 October 2020 (the “ Guide ”), it has stated that market price of the shares at a level less than HK$0.10 each will be considered as trading at extremity as referred to under Rule 13.64 of the Listing Rules. It has also stated in the Guide that taking into account the minimum transaction costs for a securities trade, the expected value per board lot should be greater than HK$2,000.

For the past six months, the share price of the Company has been trading at or below HK$0.10, and the closing price of the Existing Shares on the Latest Practicable Date was HK$0.04. The existing board lot value has been less than HK$2,000. The Directors consider that the proposed Share Consolidation will increase the share price of the Company, over HK$0.1, and the board lot value, over HK$2,000, of the Existing Shares and would bring about a corresponding upward adjustment in the expected value per board lot. As such, it would enable the Company to comply with the trading requirements under the Listing Rules. Further, the Share Consolidation would reduce the overall transaction and handling costs of dealings in the shares of the Company as a proportion of the market value of each board lot, since most of the banks/securities houses will charge a minimum transaction cost for each securities trade. It is believed that the adjusted share price as a result of the Share Consolidation would maintain the trading amount for each board lot at a reasonable level and will enhance the corporate image of the Company so as to make investing in the Shares more attractive to a broader range of institutional and professional investors and thus help to further broaden the shareholder base of the Company. The Directors also believe that the Share Consolidation will provide greater opportunity for and more flexibility in the Company’s possible equity fund raising in the future.

– 10 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company has no intention to carry out other corporate actions in the next 12 months which may have an effect of undermining or negating the intended purpose of the Share Consolidation, and the Company does not have any concrete plan to conduct any fund-raising activities, save for the Rights Issue as set out in the Announcement, in the next 12 months. However, the Board cannot rule out the possibility that the Company will conduct debt and/or equity fund raising exercises when suitable fund-raising opportunities arise in order to support future development of the Group. The Company will make further announcement in this regard in accordance with the Listing Rules as and when appropriate.

The Board believes that the Share Consolidation will not have any material adverse effect on the financial position of the Group nor result in change in the relative rights of the Shareholders, save for any fractional Consolidated shares to which Shareholders may otherwise be entitled.

In view of the above reasons, the Board considers that the Share Consolidation is in the interests of the Company and the Shareholders as a whole.

EGM

The Company will convene and hold the EGM at Level 43, AIA Tower, 183 Electric Road, North Point, Hong Kong on Tuesday, 6 February 2024 at 11:00 a.m. to consider and, if thought fit, approve the Share Consolidation. A notice convening the EGM is set out on pages EGM-1 to EGM-2 of this circular. The proposed resolution will be conducted by way of poll at the EGM pursuant to Rule 13.39(4) of the Listing Rules and an announcement on the results of the EGM will be made by the Company after the EGM.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, none of the Shareholders or their associates have a material interest in the Share Consolidation. Accordingly, no Shareholder will be required to abstain from voting on the ordinary resolution relating to the Share Consolidation at the EGM.

A form of proxy for use at the EGM is enclosed with this circular and such form of proxy is also published on websites of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk. Whether or not you are able to attend the EGM in person, you are requested to 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 the power of attorney or authority, to the Registrar, Tricor Tengis Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible and in any event not less than 48 hours (i.e. 11:00 a.m. on Sunday, 4 February 2024) before the time appointed for the holding of the EGM or any adjourned meeting 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 EGM or any adjourned meeting thereof (as the case may be) should you so wish, and in such event, the form of proxy shall be deemed to be revoked.

– 11 –

LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Thursday, 1 February 2024 to Tuesday, 6 February 2024, both days inclusive, during which period no transfer of Shares will be effected. In order to determine the entitlement to attend and vote at the EGM, all Share transfers accompanied by the relevant share certificates, must be lodged with the Registrar, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 31 January 2024.

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 Company. The Directors, having made all reasonable enquiries, confirm that to the best of their 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.

RECOMMENDATION

The Board considers that the Share Consolidation is in the interests of the Company and the Shareholders as a whole and therefore recommends the Shareholders to vote in favour of the relevant resolution to be proposed at the EGM.

Yours faithfully, For and on behalf of the Board of CCIAM Future Energy Limited Chong Kok Leong

Executive Director

– 12 –

NOTICE OF EGM

CCIAM Future Energy Limited 信能低碳有限公司

(Incorporated in Hong Kong with limited liability)

(Stock code: 145)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of CCIAM Future Energy Limited (the “ Company ”) will be held at Level 43, AIA Tower, 183 Electric Road, North Point, Hong Kong on Tuesday, 6 February 2024 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution:

ORDINARY RESOLUTION

“ THAT subject to the fulfillment of all the conditions (the “ Conditions ”) set out in the section headed “ Conditions of the Share Consolidation ” in the circular of the Company dated 19 January 2024 (the “ Circular ”), a copy of which has been tabled at the Meeting marked “A” and initialed by the chairman of the Meeting for the purpose of identification:

• (a) with effect from the second business day (as such term is defined in the Circular) immediately following the date on which this resolution is passed or the Conditions are fulfilled (whichever is the later):

• (i) every ten (10) issued and unissued ordinary shares of the Company be consolidated into one (1) ordinary share of the Company (each a “ Consolidated Share ”) and the number of the Consolidated Shares be rounded down to the nearest whole number by disregarding any fractional Consolidated Share which would otherwise arise;

• (ii) all of the Consolidated Shares shall rank pari passu in all respects with each other;

and

• (b) the directors of the Company (the “ Director(s) ”) and such person or persons authorised by 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 seal where applicable, on behalf of the Company, as they shall, in their absolute discretion, consider necessary, desirable or expedient to implement and give effect to any or all of the foregoing.”

By Order of the board of Directors CCIAM Future Energy Limited Chong Kok Leong Executive Director

Hong Kong, 19 January 2024

– EGM-1 –

NOTICE OF EGM

Notes:

1. Any member of the Company (“ Member ”) entitled to attend and vote at the Meeting shall be entitled to appoint another person as his/her/its proxy to attend and vote on his/her/its behalf and the proxy so appointed shall have the same rights as the Member to speak at the Meeting. A proxy needs not be a Member. A Member may appoint more than one proxy to attend the Meeting.

2. A form of proxy in respect of the Meeting is enclosed. Whether or not you intend to attend the Meeting in person, you are urged to complete and return the form of proxy in accordance with the instructions printed thereon.

3. To be valid, the form of proxy, together with any power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority, must be deposited at the Company’s share registrar, Tricor Tengis Limited, of 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours (i.e. 11:00 a.m. on Sunday, 4 February 2024) before the time fixed for 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 as you so wish.

4. For ascertaining the Shareholders’ entitlement to attend and vote at the Meeting, the register of Members will be closed from Thursday, 1 February 2024 to Tuesday, 6 February 2024, both days inclusive, during which period no transfer of Shares will be effected. In order to be eligible to attend and vote at the Meeting, all completed share transfer forms accompanied by the relevant share certificates must be lodged with the Company’s share registrar, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Wednesday, 31 January 2024.

5. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such share of the Company as if he/she/it was solely entitled thereto. If more than one of such joint holders are present at the Meeting personally or by proxy, that one of such joint holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect of such share of the Company.

6. If Typhoon Signal No. 8 or above, “extreme condition” caused by super typhoons or a “black” rainstorm warning is in effect any time after 8:00 a.m. on the date of the Meeting, the Meeting will be postponed. The Company will post an announcement on the Company’s website http://www.ccfe.com.hk/and the “Latest Listed Company Information” page of the Stock Exchange website to notify Shareholders of the date, time and place of the rescheduled meeting, if any.

As at the date hereof, the board of Directors comprises, Mr. Cheng Lut Tim, Mr. Chong Kok Leong, Mr. Mok Tsan San and Mr. Zhuang Miaozhong being the executive Directors; and Ms. Li Liming, Mr. Yeung Wai Hung, Peter and Ms. Yuen Wai Man being the independent non-executive Directors.

– EGM-2 –