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Xinte Energy Co., Ltd. — Proxy Solicitation & Information Statement 2026
May 22, 2026
50178_rns_2026-05-22_c8950e9a-4a30-4436-ae4e-d5b07f97cb23.pdf
Proxy Solicitation & Information Statement
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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 registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Xinte Energy Co., Ltd., you should at once hand this circular and the accompanying form of proxy 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.
新特能源
XINTE ENERGY CO., LTD.
新特能源股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock code: 1799)
REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2025
FINAL FINANCIAL ACCOUNTS FOR THE YEAR 2025
PROFIT DISTRIBUTION PLAN FOR THE YEAR 2025
ANNUAL REPORT FOR THE YEAR 2025
DIRECTORS' ALLOWANCE PLAN FOR THE YEAR 2026
RE-APPOINTMENT OF AUDITOR FOR THE YEAR 2026 AND GRANT OF
AUTHORITY TO THE BOARD TO DETERMINE ITS REMUNERATION
PROVISION OF GUARANTEES FOR SUBSIDIARIES
PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR
GENERAL MANDATE TO ISSUE SHARES
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
AND
NOTICE OF 2025 ANNUAL GENERAL MEETING
A notice convening the annual general meeting of 2025 of the Company (the "AGM") to be held physically at the Conference Room, R&D Building, No. 2249, Zhongxin Street, Ganquanpu Economic and Technological Development Zone (Industrial Park), Urumqi, Xinjiang, the PRC on Tuesday, 16 June 2026 at 11:00 a.m. is set out on pages 15 to 18 in this circular.
If you intend to appoint a proxy to attend the AGM, you are required to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. For holders of H Shares, the form of proxy should be returned to Computershare Hong Kong Investor Services Limited and for holders of Domestic Shares, the form of proxy should be returned to the Company's securities department office not less than 24 hours before the time fixed for holding the AGM (i.e. no later than 11:00 a.m. on Monday, 15 June 2026) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or at any other adjourned meeting should you so wish.
22 May 2026
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
NOTICE OF 2025 ANNUAL GENERAL MEETING ... 15
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM"
the annual general meeting for the year 2025 to be held physically by the Company at the Conference Room, R&D Building, No. 2249, Zhongxin Street, Ganquanpu Economic and Technological Development Zone (Industrial Park), Urumqi, Xinjiang, the PRC on Tuesday, 16 June 2026 at 11:00 a.m.
"Articles" or "Articles of Association"
the articles of association of the Company (as amended, modified or otherwise supplemented from time to time)
"Board" or "Board of Directors"
the board of directors of the Company
"Company"
Xinte Energy Co., Ltd. (新特能源股份有限公司), a company incorporated in the PRC with limited liability on 20 February 2008, which was converted into a joint stock limited liability company on 16 October 2012, the H Shares of which are listed on the Main Board of the Stock Exchange (Stock code: 1799)
"Controlling Shareholder(s)"
has the meaning ascribed to it under the Listing Rules
"Director(s)"
director(s) of the Company
"Domestic Shares"
ordinary shares in the Company's share capital with a nominal value of RMB1.00 each, which are subscribed for and paid up in Renminbi
"Domestic Shares Shareholder(s)"
holder(s) of the Domestic Shares
"Group"
the Company and its subsidiaries
"H Shares"
overseas listed foreign shares in the Company's share capital with a nominal value of RMB1.00 each, which are listed on the Main Board of the Stock Exchange and subscribed for and traded in Hong Kong dollars
- 1 -
DEFINITIONS
| “H Shares Shareholder(s)” | holder(s) of the H Shares |
|---|---|
| “Hong Kong” | the Hong Kong Special Administrative Region of the People’s Republic of China |
| “Independent Non-executive Director(s)” | the independent non-executive Director(s) of the Company |
| “Latest Practicable Date” | 15 May 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange |
| “PRC” | the People’s Republic of China, for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan |
| “PV” | photovoltaic |
| “Renminbi” or “RMB” | Renminbi, the lawful currency of the PRC |
| “SFO” | Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time |
| “Shareholder(s)” | holder(s) of Shares |
| “Shares” | Domestic Shares and H Shares |
| “ShineWing” | ShineWing Certified Public Accountants LLP, the auditor of the Company |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “subsidiary” or “subsidiaries” | has the meaning ascribed to it under the Listing Rules |
| “%” | per cent |
- 2 -
LETTER FROM THE BOARD
新特能源
XINTE ENERGY CO., LTD.
新特能源股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock code: 1799)
Executive Directors:
Huang Hanjie (Chairman)
Nan Xinjian
Huang Fen
Non-executive Directors:
Zhang Xin
Yang Xiaodong
Hu Youcheng
Independent Nor-executive Directors:
Cui Xiang
Chen Weiping
Tam, Kwok Ming Banny
Registered office:
No. 2249, Zhongxin Street
Ganquanpu Economic and
Technological Development Zone
(Industrial Park)
Urumqi, Xinjiang, the PRC
Headquarters and
principal place of business in the PRC:
No. 2249, Zhongxin Street
Ganquanpu Economic and
Technological Development Zone
(Industrial Park)
Urumqi, Xinjiang, the PRC
Principal place of business in Hong Kong:
40th Floor, Dah Sing Financial Centre
No. 248 Queen's Road East
Wanchai, Hong Kong
22 May 2026
To the Shareholders
Dear Sir or Madam,
REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2025
FINAL FINANCIAL ACCOUNTS FOR THE YEAR 2025
PROFIT DISTRIBUTION PLAN FOR THE YEAR 2025
ANNUAL REPORT FOR THE YEAR 2025
DIRECTORS' ALLOWANCE PLAN FOR THE YEAR 2026
RE-APPOINTMENT OF AUDITOR FOR THE YEAR 2026 AND GRANT OF
AUTHORITY TO THE BOARD TO DETERMINE ITS REMUNERATION
PROVISION OF GUARANTEES FOR SUBSIDIARIES
PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR
GENERAL MANDATE TO ISSUE SHARES
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
AND
NOTICE OF 2025 ANNUAL GENERAL MEETING
LETTER FROM THE BOARD
INTRODUCTION
The purpose of this circular is to provide you with relevant information on resolutions to be proposed at the AGM for the following matters to enable you to make informed decision on whether to vote for or against or abstain from voting these resolutions, to be approved by way of ordinary or special resolutions:
Ordinary Resolutions
(1) the report of the Board of Directors for the year 2025;
(2) the final financial accounts for the year 2025;
(3) the profit distribution plan for the year 2025;
(4) the annual report for the year 2025;
(5) the Directors' allowance plan for the year 2026;
(6) the re-appointment of auditor for the year 2026 and grant of authority to the Board to determine its remuneration;
(7) the provision of guarantees for subsidiaries; and
(8) the proposed appointment of independent non-executive director.
Special Resolutions
(9) the grant of general mandate to issue Shares; and
(10) the proposed amendments to the Articles of Association.
A. REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2025
An ordinary resolution will be proposed at the AGM to approve the report of the Board of Directors for the year 2025, the full text of which is set out in the Company's annual report for the year 2025, which was published on 28 April 2026 on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.xinteenergy.com).
LETTER FROM THE BOARD
B. FINAL FINANCIAL ACCOUNTS FOR THE YEAR 2024
An ordinary resolution will be proposed at the AGM to approve the final financial accounts of the Company for the year 2025. A summary of the report relating to the Company’s 2025 final financial accounts prepared under the China Accounting Standards for Business Enterprises is as follows:
1. Income and loss
In 2025, pursuant to the consolidated financial statements, the Company’s operating revenue was RMB15,254.50 million. Operating cost amounted to RMB13,833.39 million. Total loss was RMB1,089.25 million, and the net loss attributable to shareholders of the listed company was RMB1,205.48 million.
2. Cash flow
In 2025, pursuant to the consolidated financial statements, the Company’s net cash outflow generated from operating activities was RMB2,115.73 million, net cash outflow generated from investing activities was RMB2,900.97 million and net cash inflow generated from financing activities was RMB5,521.86 million. As at 31 December 2025, the balance of cash and cash equivalents of the Company at the end of the period was RMB6,005.24 million.
3. Assets and liabilities
As at 31 December 2025, pursuant to the consolidated financial statements, the Company’s total assets amounted to RMB82,121.10 million, of which current assets amounted to RMB26,306.51 million, non-current assets amounted to RMB55,814.59 million. Total liabilities amounted to RMB45,074.91 million. As at 31 December 2025, the total Shareholders’ equity of the Company amounted to RMB37,046.19 million.
C. PROFIT DISTRIBUTION PLAN FOR THE YEAR 2025
An ordinary resolution will be proposed at the AGM to approve the profit distribution plan of the Company for the year 2025. Details are as follows:
In 2025, the competitive situation across the industry chain remained intense due to the current slowdown in global new energy development growth and structural imbalances in supply and demand within the PV industry. Under the guidance of the national anti-involution policies, polysilicon prices remained under pressure and fluctuating. Given that the Group remained in a loss-making position for the year 2025 and still faces considerable pressures and challenges in its
LETTER FROM THE BOARD
production and operation in 2026, in order to safeguard the Group's cash flow security, enhance its resilience against risks, ensure the stability of its production and operations, and maximize the interests of the Group and its shareholders, the Board proposed not to declare a final dividend for the year ended 31 December 2025.
In the future, the Company will continue to take into account the Company's business development and various factors related to profit distribution, with the aim of benefiting both the Group's development and investor returns, and to share the results of the Group's continuous development with the broad investor base.
D. ANNUAL REPORT FOR THE YEAR 2025
An ordinary resolution will be proposed at the AGM to approve the annual report for the year 2025. The Company's annual report for the year 2025 has been published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.xinteenergy.com).
E. DIRECTORS' ALLOWANCE PLAN FOR THE YEAR 2026
An ordinary resolution will be proposed at the AGM to approve the allowance plan for the Directors for the year ending 31 December 2026, details of which are as follows:
- The Company will pay each independent non-executive Director RMB200,000 (before tax) as allowance; and
- The Company will pay each Director (excluding the independent non-executive Directors) RMB160,000 (before tax) as allowance.
The above allowances for Directors will be paid on a quarterly basis, and the Company is responsible for withholding and paying personal income tax.
The above allowances for Directors do not include their remuneration for other management positions in the Company, which are implemented in accordance with the relevant remuneration systems of the Company.
Travel expenses incurred by Directors in attending Board meetings, general meetings of the Company and relevant activities organized by the Company will be borne by the Company.
LETTER FROM THE BOARD
F. RE-APPOINTMENT OF AUDITOR FOR THE YEAR 2026 AND GRANT OF AUTHORITY TO THE BOARD TO DETERMINE ITS REMUNERATION
The financials statements of the Group for the year ended 31 December 2025 were audited by ShineWing whose term of office will expire upon the conclusion of the AGM.
An ordinary resolution will be proposed at the AGM to approve the re-appointment of ShineWing as the Company’s auditor for the year 2026 to hold office until the conclusion of the next annual general meeting of the Company and to approve the grant of authority to the Board to determine its remuneration.
The estimated audit fee for the audit services to be provided by ShineWing in respect of the financial year ending 31 December 2026 is approximately RMB3.3 million (tax included). Such estimated audit fee was agreed after arm’s length discussions between the Company and ShineWing with reference to, among other things, (i) the expected audit scope for the financial year ending 31 December 2026; (ii) the expected audit timetable; (iii) the staffing plan, level of senior involvement and resources expected to be deployed for the audit engagement; (iv) the scale, structure and complexity of the Group’s operations and financial reporting; and (v) the audit fee for the financial year ended 31 December 2025.
As ShineWing demonstrates greater familiarity with the Group’s financial position and operations, the Board is of the opinion that the re-appointment of ShineWing as the Company’s auditor for the year ending 31 December 2026 will facilitate the efficient performance of the related audit work, and the estimated audit fees agreed upon with ShineWing are fair and reasonable, and in the best interests of the Company and the Shareholders as a whole, having carefully considered the facts and circumstances known as of the Latest Practicable Date.
G. PROVISION OF GUARANTEES FOR SUBSIDIARIES
An ordinary resolution will be proposed at the AGM to approve the provision of guarantees by the Company to its subsidiaries. Details are as follows:
In order to meet the daily operation and business development needs of the Company and its subsidiaries, improve the efficiency in conducting business and making financing decisions, based on the overall production and operation, funding needs and financing situation of the Group, the Company intends to provide guarantees to its subsidiaries for financing and bank loan and borrowings and guarantees provided among subsidiaries. The Company expects that the total amount of guarantees will not exceed RMB1.0 billion, and the validity period of the guarantees is from the date of the resolution of the AGM to the date of the annual general meeting of 2026 of the Company. The total amount of guarantees is available on a rolling basis within the validity
LETTER FROM THE BOARD
period. The chairman of the Board and chief accountant of the Company have full authority to handle all specific matters involved in the above-mentioned guarantee limit, including but not limited to document signing and approval by and filing with relevant regulatory agencies.
The Board is of the view that providing guarantees for subsidiaries (and among subsidiaries) is beneficial for promoting business development and financing efficiency, expanding financing channels, reducing financing costs, improving capital turnover, facilitating the expansion of new business, and continuously enhancing market competitiveness. The Company will strictly review the subject qualifications, credit status and performance ability of the subsidiaries before providing guarantees, and reduce guarantee risks by improving guarantee management, strengthening financial internal control, monitoring the contract performance by the subsidiaries and timely tracking the economic operation of the subsidiaries.
H. PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR
Reference is made to the announcement of the Company dated 24 April 2026 in relation to, among others, the proposed appointment of Mr. Johnny Kin On Sin ("Mr. Sin") as an independent non-executive Director (the "Proposed Appointment"). An ordinary resolution will be proposed at the AGM to approve the Proposed Appointment.
Mr. Johnny Kin On Sin (單建安), aged 68, holds a PhD degree and the title of professor. He currently serves as the chairman and general manager of Ningbo JSAB Semiconductors Company Limited. He served as a senior researcher in the Research Department at Philips Laboratories in New York, USA from July 1988 to July 1991; he successively held positions such as the professor and the director of the Semiconductor Product Analysis and Design Enhancement Center and the director of the Nanoelectronics Fabrication Facility Center at the Department of Electronic and Computer Engineering of the Hong Kong University of Science and Technology from August 1991 to August 2023. Mr. Sin has long been engaged in power semiconductor research and was elected a fellow of the Institute of Electrical and Electronics Engineers (IEEE) in 2012. He served as the chairman of the International Symposium on Power Semiconductor Devices and ICs (ISPSD) in 2015 and was inducted into the "Global Hall of Fame" of the ISPSD in 2020.
As at the Latest Practicable Date, save as disclosed above, Mr. Sin has confirmed that (i) he is not connected with any Directors, senior management, substantial shareholders or controlling shareholders of the Company; (ii) he does not have any interest or short position in shares, underlying shares or debentures of the Company or any of its associated corporation within the meaning of Part XV of the Securities and Futures Ordinance; (iii) he is not involved in any matters required to be disclosed pursuant to the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; (iv) there is no other matter in relation to the proposed appointment that shall be
LETTER FROM THE BOARD
brought to the attention of the shareholders of the Company or the Stock Exchange; and (v) he has neither held any directorships of any listed companies nor any other positions of the Company and its subsidiaries in the past three years.
As at the Latest Practicable Date, Mr. Sin has confirmed that (i) he satisfies the independence as regards each of the factors referred to in Rule 3.13(1) to (8) of Listing Rules; (ii) he does not have any past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any core connected person (as defined in the Listing Rules) of the Company; and (iii) there are no other factors that may affect his independence at the time of his appointment.
Upon approval of the proposed appointment of Mr. Sin as an independent non-executive Director at the AGM, the Company will enter into a service contract with Mr. Sin in relation to his provision of director service and a member of the Board Committees, his term of service shall begin from the date of approval at the AGM of the Company, until the expiration of the term of the fifth session of the Board. His allowance standard as a Director will be determined in accordance with the allowance plan for Directors for the year 2026 to be approved at the AGM, being an allowance of RMB200,000 (before tax) for independent non-executive Director.
I. GRANT OF GENERAL MANDATE TO ISSUE SHARES (INCLUDING SALE AND TRANSFER OF TREASURY SHARES)
To enhance the flexibility and efficiency of the Company's operation and provide discretion to the Board to issue new Shares, the Company proposed to grant the new general mandate to the Board by way of a special resolution to be passed by the Shareholders at the AGM to allot, issue and deal with new Shares and/or to sell or transfer the treasury shares of the Company, with the total number of the Shares not exceeding 20% of the total issued Shares (excluding treasury shares) on the date of passing such resolution and to make or grant such offer, agreement and option in connection with thereof, and to authorise the Board to make such amendments to the Articles as it thinks fit so as to reflect the new share capital structure upon the allotment or issue of additional shares pursuant to such mandate.
As at the Latest Practicable Date, the total issued share capital of the Company was 1,430,000,000 Shares, comprised 1,053,829,244 Domestic Shares and 376,170,756 H Shares, with no treasury shares held by the Company. Subject to the passing of the resolution related to the granting of the general mandate and assuming that no new Shares will be issued or no Shares will be repurchased before the AGM, the Company will be allowed to issue Shares and/or to sell or transfer treasury shares of the Company up to a maximum of 286,000,000 Shares in accordance with the general mandate.
LETTER FROM THE BOARD
The general mandate shall be effective from the time when the resolution is passed until the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the 12 months after the date of passing this resolution by way of a special resolution at the AGM; or
(iii) the date on which the authority set out in this resolution is revoked or varied by a special resolution of the shareholders at the general meeting.
Any exercise of the power by the Board under the general mandate shall comply with relevant requirements of the Listing Rules, the Articles and relevant laws and regulations of the PRC.
J. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Reference is made to the announcement of the Company dated 29 March 2026 in relation to the proposed amendments to the Articles.
Based on the Company's actual conditions and the requirements of the Listing Rules regarding electronic voting by shareholders, the Company proposed to amend the Articles of Association. The Company will seek approval from Shareholders by way of special resolution for the proposed amendments to the Articles of Association at the AGM.
LETTER FROM THE BOARD
The details of the proposed amendments to the Articles are as follows:
| Before amendment | After amendment |
|---|---|
| Article 15 general items: manufacturing of non-metallic mineral products; sales of non-metallic minerals and products; manufacturing of PV equipment and components; sales of PV equipment and components; manufacturing of electronic specialized materials; sales of electronic specialized materials; manufacturing of special ceramic products; sales of special ceramic products; manufacturing of synthetic materials (excluding hazardous chemicals); sales of synthetic materials; sales of metal matrix composite materials and ceramic matrix composite materials; sales of graphite and carbon products; processing and treatment of non-metallic waste and scrap; import and export of goods; import and export of technology; technology service, technology development, technology consultation, technology exchange, technology transfer, technology promotion; sales of machinery and equipment; sales of mechanical and electrical equipment; sales of metal materials; sales of building materials; house leasing; non-residential real estate leasing. (Except for items that need to be approved according to law, business activities can be carried out independently with business licenses according to law) | Article 15 general items: manufacturing of non-metallic mineral products; sales of non-metallic minerals and products; manufacturing of PV equipment and components; sales of PV equipment and components; manufacturing of electronic specialized materials; sales of electronic specialized materials; manufacturing of special ceramic products; sales of special ceramic products; manufacturing of synthetic materials (excluding hazardous chemicals); sales of synthetic materials; sales of metal matrix composite materials and ceramic matrix composite materials; sales of graphite and carbon products; processing and treatment of non-metallic waste and scrap; import and export of goods; import and export of technology; technology service, technology development, technology consultation, technology exchange, technology transfer, technology promotion; sales of machinery and equipment; sales of mechanical and electrical equipment; sales of metal materials; sales of building materials; house leasing; non-residential real estate leasing. (Except for items that need to be approved according to law, business activities can be carried out independently with business licenses according to law) |
LETTER FROM THE BOARD
| Before amendment | After amendment |
|---|---|
| approved items: installation, maintenance and testing of power transmission, supply and reception facilities; power generation business, power transmission business, power supply (distribution) business; production of hazardous chemicals; road freight transportation (excluding hazardous goods); international road freight transportation. (For items that require approval according to law, business activities can be carried out only upon approval by relevant authorities, and specific business items shall be subject to approval documents or licenses from relevant authorities) | approved items: installation, maintenance and testing of power transmission, supply and reception facilities; power generation business, power transmission business, power supply (distribution) business; heat production and supply; production of hazardous chemicals; road freight transportation (excluding hazardous goods); international road freight transportation. (For items that require approval according to law, business activities can be carried out only upon approval by relevant authorities, and specific business items shall be subject to approval documents or licenses from relevant authorities) |
| Article 43 The place for holding the Company’s shareholders’ general meeting shall be the registered office of the Company or other place as determined by the Board. |
The shareholders’ general meeting shall be held in the form of on-site meeting. The Company will also provide internet services or other methods such as communication means to help the shareholders to participate in the shareholders’ general meeting. Shareholders shall be deemed to have attended the shareholders’ general meeting by way of the aforesaid methods. | Article 43 The place for holding the Company’s shareholders’ general meeting shall be the registered office of the Company or other place as determined by the Board.
The shareholders’ general meeting shall be held in the form of on-site meeting. The Company will also provide internet services or other methods such as communication means to help the shareholders to participate in the shareholders’ general meeting, and shareholders may vote by electronic means.
Shareholders shall be deemed to have attended the shareholders’ general meeting by way of the aforesaid methods. |
There are a total of two proposed amendments to the Articles. Save for the proposed amendments above, there will be no change in the contents of the other articles in the Articles. The existing Articles remain effective before the passing of the relevant resolution at the AGM.
LETTER FROM THE BOARD
K. AGM
The Company will convene the AGM physically at 11:00 a.m. on Tuesday, 16 June 2026 at the Conference Room, R&D Building, No. 2249, Zhongxin Street, Ganquanpu Economic and Technological Development Zone (Industrial Park), Urumqi, Xinjiang, the PRC. The notice of the AGM is set out on pages 15 to 18 in this circular.
In order to determine the Shareholders who are eligible to attend and vote at the AGM, the register of members of the Company will be closed from Thursday, 11 June 2026 to Tuesday, 16 June 2026, both days inclusive, during which period no transfer of Shares will be effected. Shareholders whose names appear on the register of members of the Company on Tuesday, 16 June 2026 shall be entitled to attend and vote at the AGM. Shareholders who intend to attend and vote at the AGM must lodge all transfer documents accompanied by the relevant share certificates with the Company's securities department office (in case of Domestic Shares Shareholders), at No. 2249, Zhongxin Street, Ganquanpu Economic and Technological Development Zone (Industrial Park), Urumqi, Xinjiang, the PRC, or the Company's H share registrar (in case of H Shares Shareholders), Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Wednesday, 10 June 2026 for registration.
Shareholders who intend to appoint a proxy to attend the AGM shall complete and return the accompanying form of proxy in accordance with the instructions printed thereon. For H Shares Shareholders, the form of proxy should be returned to Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, and for Domestic Shares Shareholders, the form of proxy should be returned to the Company's securities department office, at No. 2249, Zhongxin Street, Ganquanpu Economic and Technological Development Zone (Industrial Park), Urumqi, Xinjiang, the PRC, in person or by post not less than 24 hours before the time fixed for holding the AGM (i.e. no later than 11:00 a.m. on Monday, 15 June 2026) or any adjourned meeting thereof.
Shareholders may, by completing the form of proxy of the Company, appoint one or more proxies (whether he/she is a Shareholder) to attend and vote at the AGM (or any adjournment thereof) on his/her/its behalf. A proxy need not be a Shareholder.
Shareholders must use the form of proxy of the Company for appointing a proxy and the appointment must be in writing. The form of proxy must be signed by the relevant Shareholder or by a person duly authorized by the relevant Shareholder in writing ("power of attorney"). If the form of proxy is signed by the person authorized by the relevant Shareholder as aforesaid, the relevant power of attorney and other relevant documents of authorization (if any) must be notarized. If a corporate Shareholder appoints a person other than its legal representative to attend
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LETTER FROM THE BOARD
the AGM (or any adjournment thereof) on its behalf, the relevant form of proxy must be affixed with the company seal of the corporate Shareholder or duly signed by its director or any other person duly authorized by that corporate Shareholder as required by the Articles of Association.
L. VOTING BY POLL AT AGM
Pursuant to Rule 13.39(4) of the Listing Rules, all votes of shareholders of a listed issuer at the issuer's general meeting must be taken by poll except where the chairman, 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. The chairman of AGM will therefore demand a poll for every resolution put to the vote at the AGM pursuant to Articles of Association. On a poll, every Shareholder present in person or by proxy to attend the AGM (or being a corporation by its duly authorized representative) shall have one vote for each Share registered in his/her/its name in the register of members. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all his/her/its votes in the same way.
M. RECOMMENDATION
The Board considers that all resolutions set out in the notice of the AGM for Shareholders' consideration and approval are in the best interests of the Company and its Shareholders as a whole. As such, the Board recommends the Shareholders to vote in favour of all resolutions set out in the notice of the AGM which are to be proposed at the AGM.
By order of the Board
Xinte Energy Co., Ltd.
Huang Hanjie
Chairman
NOTICE OF 2025 ANNUAL GENERAL MEETING
新特能源
XINTE ENERGY CO., LTD.
新特能源股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock code: 1799)
NOTICE OF 2025 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of 2025 (the “AGM”) of Xinte Energy Co., Ltd. (the “Company”) will be held physically at the Conference Room, R&D Building, No. 2249, Zhongxin Street, Ganquanpu Economic and Technological Development Zone (Industrial Park), Urumqi, Xinjiang, the People’s Republic of China (the “PRC”) at 11:00 a.m. on Tuesday, 16 June 2026 to consider and approve the following matters:
ORDINARY RESOLUTIONS
To consider and approve the following ordinary resolutions:
- To consider and approve the report of the board of directors of the Company (the “Board”) for the year 2025;
- To consider and approve the final financial accounts of the Company for the year 2025;
- To consider and approve the profit distribution plan of the Company for the year 2025;
- To consider and approve the Company’s annual report for the year 2025;
- To consider and approve the allowance plan for directors of the Company for the year 2026;
- To consider and approve the re-appointment of SHINEWING Certified Public Accountants LLP as the Company’s auditor for the year 2026, and to authorize the Board to determine its remuneration;
- To consider and approve the provision of guarantees for subsidiaries by the Company; and
-
To consider and approve the proposed appointment of independent non-executive director.
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NOTICE OF 2025 ANNUAL GENERAL MEETING
SPECIAL RESOLUTIONS
To consider and approve the following special resolutions:
- To consider and approve the granting of a general mandate to the Board to issue, allot and deal with new Shares and/or to sell or transfer the treasury shares of the Company, with the total number of the Shares not exceeding 20% of the total issued Shares (excluding treasury shares) of the Company, and to authorize the Board to make amendments to the articles of association of the Company (“Articles”) as it thinks fit so as to reflect the new share capital structure upon the allotment or issue of additional shares pursuant to such mandate:
“THAT:
(A) (a) subject to paragraph (c) and in accordance with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Articles and relevant laws and regulations of the PRC, the exercise by the Board during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or deal with additional Shares of the Company and/or to sell or transfer the treasury shares of the Company and to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers be hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorize the Board during the Relevant Period (as hereinafter defined) to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the expiration of the Relevant Period;
(c) each of the total number of Shares allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) and/or the treasury shares of the Company to be sold or transferred by the Board pursuant to the approval granted in paragraph (a) shall not exceed 20% of the total issued Shares (excluding treasury shares) of the Company as at the date of passing of this resolution;
(d) the Board will only exercise the above powers in accordance with the Companies Law of the PRC and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to
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NOTICE OF 2025 ANNUAL GENERAL MEETING
time) and only if all necessary registrations and/or approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities are obtained; and
(e) for the purpose of this resolution:
“Relevant Period” means the period from the passing of this resolution until the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the 12 months after the date of passing this resolution by way of a special resolution at the AGM; or
(iii) the date of revocation or variation of the authority given under this resolution by a special resolution at a general meeting of the Company.
(B) the Board be authorized to make amendments to the Articles as necessary so as to reflect the new share capital structure of the Company upon the allotment or issue of shares pursuant to this resolution.”
- To consider and approve the proposed amendments to the Articles.
By order of the Board
Xinte Energy Co., Ltd.
Huang Hanjie
Chairman
Xinjiang, the PRC
22 May 2026
Notes:
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Important: The shareholders of the Company (the “Shareholders”) who wish to appoint a proxy to attend and vote at the AGM shall first read the Company’s annual report for 2025 published on the websites of The Stock Exchange of Hong Kong Limited and the Company, or dispatched to relevant Shareholders. The Company’s annual report for 2025 includes, among others, the report of the Board for the year 2025, the audited financial accounts and the auditor’s report for the year 2025.
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In order to determine the Shareholders who are eligible to attend and vote at the AGM, the register of members of the Company will be closed from Thursday, 11 June 2026 to Tuesday, 16 June 2026, both days inclusive, during which period no transfer of Shares will be effected. Shareholders whose names appear on the register of members of the Company on Tuesday, 16 June 2026 shall be entitled to attend and vote at the AGM. Shareholders who
NOTICE OF 2025 ANNUAL GENERAL MEETING
intend to attend and vote at the AGM must lodge all transfer documents accompanied by the relevant share certificates with the Company's securities department office (in case of holders of Domestic Shares), at No. 2249, Zhongxin Street, Ganquanpu Economic and Technological Development Zone (Industrial Park), Urumqi, Xinjiang, the PRC, or the Company's H share registrar (in case of holders of H Shares), Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Wednesday, 10 June 2026 for registration.
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Shareholders may, by completing the form of proxy of the Company, appoint one or more proxies (whether he/she is a Shareholder) to attend and vote at the AGM (or any adjournment thereof) on his/her behalf. A proxy need not be a Shareholder.
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Shareholders must use the form of proxy of the Company for appointing a proxy and the appointment must be in writing. The form of proxy must be signed by the relevant Shareholder or by a person duly authorized by the relevant Shareholder in writing ("power of attorney"). If the form of proxy is signed by the person authorized by the relevant Shareholder as aforesaid, the relevant power of attorney and other relevant documents of authorization (if any) must be notarized. If a corporate Shareholder appoints a person other than its legal representative to attend the AGM (or any adjournment thereof) on its behalf, the relevant form of proxy must be affixed with the company seal of the corporate Shareholder or duly signed by its director or any other person duly authorized by that corporate Shareholder as required by the Articles.
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To be valid, the form of proxy and the relevant notarized power of attorney (if any) and other relevant documents of authorization (if any) as mentioned in note 4 above must be delivered to the Company's securities department office at No. 2249, Zhongxin Street, Ganquanpu Economic and Technological Development Zone (Industrial Park), Urumqi, Xinjiang, PRC, for holders of domestic shares, or the Company's H share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for holders of H shares no later than 24 hours before the time appointed for the AGM (or any adjournment thereof) (i.e. no later than 11:00 a.m. on Monday, 15 June 2026). Completion and return of the form(s) of proxy will not preclude you from attending and voting in person at the AGM thereof should you so wish.
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A Shareholder or his/her proxy should produce proof of identity when attending the AGM (or any adjournment thereof). If a corporate Shareholder's legal representative or any other person duly authorized by such corporate Shareholder attends the AGM (or any adjournment thereof), such legal representative or other person shall produce his/her proof of identity, and proof of designation as legal representative or the valid authorization document (as the case may be).
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The AGM (or any adjournment thereof) is expected to take less than a day. Shareholders or their proxies who attend the AGM (or any adjournment thereof) shall be responsible for their own travel and accommodation expenses.
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The contact of the securities department office of the Company is as follows:
Address: No. 2249, Zhongxin Street, Ganquanpu Economic and Technological Development Zone (Industrial Park), Urumqi, Xinjiang, PRC
Contact person: Ms. Zhang Juan
Tel: +86-991-3665888
As at the date of this announcement, the Board consists of Mr. Huang Hanjie, Mr. Nan Xinjian and Ms. Huang Fen as executive directors; Mr. Zhang Xin, Mr. Yang Xiaodong and Mr. Hu Youcheng as non-executive directors; and Mr. Cui Xiang, Mr. Chen Weiping and Mr. Tam, Kwok Ming Banny as independent nonexecutive directors.