Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

CHINA ENERGY ENGINEERING CORPORATION LIMITED*

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 3996)

NOTICE OF THE SECOND DOMESTIC SHAREHOLDERS'

CLASS MEETING OF 2021

NOTICE IS HEREBY GIVEN that the second domestic shareholders' class meeting of 2021 (the "Domestic Shareholders' Class Meeting") of China Energy Engineering Corporation Limited (the "Company") will be held at Room 2702, Building 1, No. 26A West Dawang Road, Chaoyang District, Beijing, the PRC on Friday, 9 April 2021 at 11 a.m. (or immediately after the conclusion of the second extraordinary general meeting of 2021 or any adjournment thereof) to consider and, if thought fit, to pass the following resolutions:

AS SPECIAL RESOLUTIONS

1. Resolution on the absorption and merger of CGGC through share swap by the issuance of A shares by the Company meeting the requirements for initial public offering and listing

2. Resolution on the plan for the absorption and merger of CGGC through share swap by the issuance of A shares by the Company

  • 2.1 Summary of the plan for the Merger

  • 2.2 Parties to the Merger

  • 2.3 Method of the Merger

  • 2.4 Class and nominal value of shares to be issued under share swap

  • 2.5 Targets of the share swap and registration date of implementation of the Merger

  • 2.6 Conversion price and issue price

  • 2.7 Conversion ratio

*

For identification purpose only

  • 2.8 Number of shares to be issued under the share swap

  • 2.9 Listing and trading of A shares of the Company

  • 2.10 Treatment of fractional shares

  • 2.11 Treatment of CGGC shares with restricted rights

  • 2.12 Lock-up period arrangement

  • 2.13 Protection mechanism of rights for dissenting shareholders

  • 2.14 Disposal of claims and debts and protection mechanism of rights for creditors in respect of the Merger

  • 2.15 Arrangements for the transitional period

  • 2.16 Arrangements for the transfer or closing of related assets in respect of the Merger

  • 2.17 Employee settlement

  • 2.18 Transfer arrangement of retained profits

2.19 Validity period of the resolution

  • 3. Resolution on entering into the Agreement on Absorption and Merger through Share Swap of China Energy Engineering Corporation Limited and China Gezhouba Group Stock Company Limited with effective conditions

  • 4. Resolution on the Articles of Association (Draft) and its appendices after the listing of A shares of the Company

  • 5. Resolution on authorization to the Board and its authorised persons to deal with matters relating to the Merger by the shareholders' general meeting

Details of the resolutions set out in this notice will be set out in the circular issued by the Company as and when appropriate. Unless otherwise defined, capitalized terms used herein have the same meanings as those defined in the announcements dated 27 October 2020 and 19 March 2021 of the Company regarding the very substantial acquisition and connected transaction in relation to the absorption and merger of CGGC.

By order of the Board

CHINA ENERGY ENGINEERING CORPORATION LIMITED*

Song Hailiang

Chairman

Beijing, the PRC

22 March 2021

As at the date of this notice, the executive directors of the Company are Mr. Song Hailiang, Mr. Sun Hongshui and Mr. Ma Mingwei; the non-executive directors are Mr. Li Shulei, Mr. Liu Xueshi and Mr. Si Xinbo; and the independent non-executive directors are Mr. Zhao Lixin, Mr. Cheng Niangao and Dr. Ngai Wai Fung.

Notes:

  • 1. The holders of Domestic Shares whose names appear on the register of members of the Company on Friday, 9 April 2021 are entitled to attend and vote at the Domestic Shareholders' Class Meeting. The register of members of the Company will be closed from Thursday, 1 April 2021 to Friday, 9 April 2021 (both days inclusive), during which no transfer of Shares can be registered. All transfer documents together with the relevant share certificates must be delivered to the registered office of the Company at Room 01-2706, 1-24/F, Building 1, No. 26A West Dawang Road, Chaoyang District, Beijing, the PRC

  • no later than 4:30 p.m. on Wednesday, 31 March 2021.

  • 2. Shareholders who intend to attend the Domestic Shareholders' Class Meeting in person or by proxy shall complete and sign the reply slip accompanying the notice of the Domestic Shareholders' Class Meeting and return it by hand, by post or by fax to the address of the company secretary of the Company (as mentioned below) at or before 10 a.m. on Wednesday, 7 April 2021. Completion and return of the reply slip do not affect the right of a Shareholder to attend the Domestic Shareholders' Class Meeting.

  • 3. Any Shareholder of the Company entitled to attend and vote at the Domestic Shareholders' Class Meeting is entitled to appoint one or more proxies to attend and vote at the meeting on his/her behalf. A proxy needs not be a Shareholder of the Company.

  • 4. A proxy shall be appointed by an instrument in writing (including the proxy form). Such instrument shall be signed by the appointer or his/her attorney duly authorized in writing. If the appointer is a legal person, then the instrument shall be signed under a legal person's seal or signed by its director or an attorney duly authorized in writing. The instrument appointing the proxy shall be deposited at the address of the company secretary of the Company by 10 a.m. on Thursday, 8 April 2021. If the instrument appointing the proxy is signed by a person authorized by the appointer, the power of attorney or other document of authority under which the instrument is signed shall be notarized. The notarized power of attorney or other document of authority shall be deposited together and at the same time with the instrument appointing the proxy at the address of the company secretary of the Company.

  • 5. Shareholders or their proxies are required to produce their identification documents when attending the Domestic Shareholders' Class Meeting.

  • 6. Reminder in relation to epidemic prevention and control: In view of the continuing risks of the COVID-19 outbreak, the Company will closely monitor the epidemic conditions and take appropriate precautionary measures in accordance with the relevant requirements on the epidemic prevention and control in Beijing. The Company particularly reminds its shareholders and participants who intend to attend the Domestic Shareholders' Class Meeting to continue to pay attention to the latest development of the epidemic, adopt proper personal prevention measures and comply with the requirements on the epidemic prevention and control (including the relevant requirements on the epidemic prevention and control in Beijing) for their health and safety.

  • 7. Miscellaneous

    • i. It is expected that the Domestic Shareholders' Class Meeting will last for half a day. All attending Shareholders shall arrange for their transportation and accommodation and shall bear all their own expenses in connection with their attendance.

    • ii. The address of the company secretary:

      Company Secretary

      China Energy Engineering Corporation Limited

      Building 1, No. 26A West Dawang Road

      Chaoyang District, Beijing

      The People's Republic of China

      Postal code: 100022

      Tel: +86 (10)5909 8818

      Fax: +86 (10)5909 8711

      Contact Person: Duan Qiurong

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CEEC - China Energy Engineering Corp. Ltd. published this content on 22 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 March 2021 08:34:06 UTC.