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 EXTRAORDINARY

GENERAL MEETING OF 2021

NOTICE IS HEREBY GIVEN that the second extraordinary general meeting of 2021 (the "EGM") 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 10 a.m. 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

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

*

For identification purpose only

  • 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 the Report of the Absorption and Merger of China Gezhouba Group Stock Company Limited through Share Swap by China Energy Engineering Corporation Limited and Related Transactions (Draft) and its summary

  • 4. 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

  • 5. Resolution on the approval of the audit report related to the Merger

  • 6. Resolution on the confirmation of the valuation report related to the Merger

  • 7. Resolution on the independence of the valuation agency, the reasonableness of valuation assumptions, the relevance of valuation methods and valuation purposes, and the fairness of valuation and pricing

  • 8. Resolution on the A Share Price Stabilization Plan of the Company

  • 9. Resolution on the Dividend Distribution Plan for the Three Years after the Absorption and Merger of China Gezhouba Group Stock Company Limited through Share Swap by the Issuance of A Shares by China Energy Engineering Corporation Limited

  • 10. Resolution on the dilution of immediate returns by the Merger and proposed remedial measures

  • 11. Resolution on the relevant commitments and restraint measures issued by the Company regarding the absorption and merger of CGGC through share swap by the issuance of A shares by the Company

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

  • 13. Resolution on the amendments of the Administrative Measures for External Guarantees of China Energy Engineering Corporation Limited

  • 14. Resolution on the confirmation of the related transactions during the reporting period (the year 2018, 2019 and 2020)

  • 15. Resolution on amendment to the business scope of the Company

  • 16. Resolution on the self-inspection report and related commitments of the real estate business of the Company

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

    AS ORDINARY RESOLUTION

  • 18. Resolution on the self-evaluation report of the internal control of the Company

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 H Shares and 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 EGM. 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 lodged with the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares), or 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 (for holders

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

  • 2. Shareholders who intend to attend the EGM in person or by proxy shall complete and sign the reply slip accompanying the notice of the EGM and return it by hand, by post or by fax to the Company's H Share registrar (as mentioned below) (for holders of H Shares), or to the address of the company secretary of the Company (as mentioned below) (for holders of Domestic Shares) (if applicable) 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 EGM.

  • 3. Any Shareholder of the Company entitled to attend and vote at the EGM 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 Company's H Share registrar for holders of H Shares or at the address of the company secretary of the Company for holders of Domestic Shares 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 Company's H Share registrar or the address of the company secretary of the Company (as may be applicable).

  • 5. Shareholders or their proxies are required to produce their identification documents when attending the EGM.

  • 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 EGM 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 EGM 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

  • iii. The address of the Company's H Share registrar:

    Computershare Hong Kong Investor Services Limited

    Shops 1712-1716, 17th Floor, Hopewell Centre

    183 Queen's Road East

    Wanchai, Hong Kong

    (For lodging share transfer documents)

    17M Floor, Hopewell Centre

    183 Queen's Road East

    Wanchai, Hong Kong

    (For deposit of reply slip or proxy form)

    Tel: +852 2862 8555

    Fax: +852 2865 0990

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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 08:32:05 UTC.