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 a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Titans Energy Technology Group Co., Limited (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or to the transferee or to the bank, licensed securities dealer 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.

China Titans Energy Technology Group Co., Limited

中國泰坦能源技術集團有限公司*

(Incorporated in the Cayman Islands with members' limited liability)

(Stock code: 2188)

    1. PROPOSED RE-ELECTION OF DIRECTORS
  1. PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

    1. AND
    2. NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM to be held at Suite 2703, 27/F., Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong on Friday, 18 June 2021 at 11:15 a.m. or any adjournment thereof is set out on pages 14 to 17 of this circular.

Whether or not you are able to attend the AGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish, and in such event, the form of proxy shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please see page 1 of this document for measures being taken to try to prevent and control the spread of the Coronavirus at the Annual General Meeting, including:

  • compulsory temperature checks and health declarations
  • wearing of surgical face masks
  • no distribution of corporate gifts and refreshments

Any person who does not comply with the precautionary measures may be denied entry into the AGM venue. The Company reminds Shareholders that they may appoint the Chairman of the meeting as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

* For identification purpose only

27 April 2021

CONTENTS

Page

PRECAUTIONARY MEASURES FOR

THE ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . .

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . .

APPENDIX I - PARTICULARS OF PROPOSED DIRECTORS FOR RE-ELECTION AT THE ANNUAL GENERAL MEETING

. . . . . . . . . . . . . . . 1

. . . . . . . . . . . . . . . 2

. . . . . . . . . . . . . . . 4

. . . . . . . . . . . . . . 9

APPENDIX II - EXPLANATORY STATEMENT

FOR THE REPURCHASE MANDATE . . . . . . . . . . . . . .

13

NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16

- i -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing Novel Coronavirus (COVID-19) epidemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the Annual General Meeting to protect attending Shareholders, staff and other stakeholders from the risk of infection:

  1. Compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendee at the entrance of the AGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the AGM venue or be required to leave the AGM venue.
  2. Each attendee may be asked whether (a) he/she travels outside of Hong Kong within the 14-day period immediately before the AGM; and (b) he/she is subject to any Hong Kong Government prescribed quarantine. Anyone who responds positively to any of these questions may be denied entry into the AGM venue or be required to leave the AGM venue.
  3. Every attendees will be required to wear a surgical face mask inside the AGM venue at all times, and to maintain a safe distance between seats. Please note that no masks will be provided at the AGM venue and attendees should bring and wear their own masks.
  4. No refreshments will be served, and there will be no corporate gifts.

To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM.

In the interest of all stakeholders' health and safety and consistent with recent COVID-19 guidelines for prevention and control, the Company reminds all Shareholders that physical attendance in person at the Annual General Meeting is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the Chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

The proxy form is attached to the AGM circular for Shareholders who opt to receive physical circulars. Alternatively, the proxy form can be downloaded from the "IR" section of the Company's website at http://www.titans.com.cn/IR_List.aspx?class=1&item_No=Item_IR_Announcement. If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

If Shareholders have any questions relating to the AGM, please contact Computershare Hong Kong Investor Services Limited, the Company's Share Registrar as follows:

Computershare Hong Kong Investor Services Limited 17M Floor, Hopewell Centre, 183 Queen's Road East Wanchai, Hong Kong

E-mail: hkinfo@computershare.com.hk

Tel: 852 2862 8555

Fax: 852 2865 0990

- 1 -

DEFINITIONS

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

"AGM"

the annual general meeting of the Company to be held at

Suite 2703, 27/F., Shui On Centre, 6-8 Harbour Road,

Wanchai, Hong Kong on Friday, 18 June 2021 at 11:15

a.m. or any adjournment thereof

"Articles"

the articles of association of the Company as may be

amended from time to time

"Board"

the board of Directors

"close associate(s)"

has the same meaning as ascribed to it under the Listing

Rules

"Company"

China Titans Energy Technology Group Co., Limited

(中國泰坦能源技術集團有限公司*), a company incorporated

in the Cayman Islands with members' limited liability, the

issued Shares of which are listed on the Main Board of the

Stock Exchange

"Director(s)"

the director(s) of the Company

"General Mandates"

the Issue Mandate and the Repurchase Mandate

"Group"

the Company and its subsidiaries

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong"

the Hong Kong Special Administrative Region of the

PRC

"Issue Mandate"

a general and unconditional mandate proposed to be

granted at the AGM to the Directors to exercise all the

powers of the Company to allot, issue and deal with

Shares up to 20% of the total number of Shares in issue as

at the date of passing of the ordinary resolution in

relation thereto

"Latest Practicable Date"

15 April 2021, being the latest practicable date prior to

the printing of this circular for the purpose of

ascertaining certain information contained herein

"Listing Rules"

the Rules Governing the Listing of Securities on the

Stock Exchange

- 2 -

DEFINITIONS

"PRC"

the People's Republic of China which, for the purpose of

this circular, excludes Hong Kong, the Macau Special

Administrative Region of the PRC and Taiwan

"Repurchase Mandate"

a general and unconditional mandate proposed to be

granted at the AGM to the Directors to exercise all the

powers of the Company to repurchase Shares up to 10%

of the total number of Shares in issue as at the date of

passing of the ordinary resolution in relation thereto

"SFO"

the Securities and Futures Ordinance, Chapter 571 of the

Laws of Hong Kong

"Share(s)"

the ordinary share(s) of HK$0.01 each in the share capital

of the Company

"Shareholder(s)"

the holder(s) of the Share(s)

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Takeovers Code"

the Code on Takeovers and Mergers and Share Buy-backs

"%"

per cent.

- 3 -

LETTER FROM THE BOARD

China Titans Energy Technology Group Co., Limited

中國泰坦能源技術集團有限公司*

(Incorporated in the Cayman Islands with members' limited liability)

(Stock code: 2188)

Executive Directors:

Registered office:

Mr. Li Xin Qing (Chairman)

Cricket Square

Mr. An Wei (Chief Executive Officer)

Hutchins Drive

P.O. Box 2681

Independent non-executive Directors:

Grand Cayman

Mr. Li Wan Jun

KY1-1111

Mr. Zhang Guo Rong

Cayman Islands

Mr. Pang Zhan

Principal place of business

in Hong Kong:

Suite 2703, 27/F

Shui On Centre

Nos. 6-8 Harbour Road

Wanchai

Hong Kong

27 April 2021

To the Shareholders

Dear Sir/Madam,

    1. PROPOSED RE-ELECTION OF DIRECTORS
  1. PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

    1. AND
    2. NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the AGM. These include ordinary resolutions relating to, inter alia, (i) the re-election of the retiring Directors and (ii) the granting of General Mandates to issue and repurchase Shares.

  • For identification purpose only

- 4 -

LETTER FROM THE BOARD

PROPOSED RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board consisted of two executive Directors, namely Mr. Li Xin Qing and Mr. An Wei, and three independent non-executive Directors, namely Mr. Li Wan Jun, Mr. Zhang Guo Rong and Mr. Pang Zhan.

Pursuant to articles 84(1) and 84(2) of the Articles, at each annual general meeting, one-third of the Directors for the time being, or, if their number is not a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years. Accordingly, Mr. Li Xin Qing and Mr. Pang Zhan shall retire by rotation and, being eligible, will offer themselves for re-election at the forthcoming AGM.

As disclosed in the announcement of the Company dated 15 April 2021, Mr. Zhang Guo Rong has been appointed as an independent non-executive Director. Pursuant to articles 83(3) of the Articles, any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of members after his appointment and be subject to re-election at such meeting and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.

In accordance with the nomination policy of the Company and the objective criteria (including without limitation, gender, age, ethnicity, cultural and educational background, professional experiences and knowledge) with due regard for the benefits of diversity, as set out under the board diversity policy of the Company, the nomination committee (the "Nomination Committee") has reviewed the re-election of the Directors through:

  1. evaluating the performance and contribution of the retiring Directors during the last financial year of the Company and the period thereafter up to the date of evaluation; and
  2. assessing the independence of the independent non-executive Directors, being Mr. Li Wan Jun, Mr. Zhang Guo Rong and Mr. Pang Zhan, and considered whether they remained independent and suitable to continue to act in such roles.

After due evaluation and assessment, the Nomination Committee is of the opinion

that:

  1. the performance of the retiring Directors was satisfactory and contributed effectively to the operation of the Board; and

- 5 -

LETTER FROM THE BOARD

  1. based on the information available to the Nomination Committee and the annual written independence confirmation received from each of the independent non-executive Directors, the Nomination Committee was satisfied that Mr. Li Wan Jun, Mr. Zhang Guo Rong and Mr. Pang Zhan:
    1. fulfill the requirements of an independent non-executive Director as stipulated under Rule 3.13 of the Listing Rules; and
    2. are the persons of integrity and independent in character and judgement.

Accordingly, the Nomination Committee recommended to the Board, and the Board has considered the re-election of Mr. Zhang Guo Rong and Mr. Pang Zhan as the independent non-executive Directors, is in the best interests of the Company and the Shareholders as a whole and has resolved to propose to re-elect each of the retiring Directors at the AGM.

Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any directors proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders' approval at that relevant general meeting. Accordingly, biographical details of Mr. Li Xin Qing, Mr. Zhang Guo Rong and Mr. Pang Zhan are set out in Appendix I to this circular.

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

Ordinary resolutions will be proposed at the AGM to grant to the Directors the General Mandates:

  1. the Issue Mandate: to allot, issue or otherwise deal with new Shares not exceeding 20% of the total number of Shares in issue as at the date of passing of the proposed resolution at the AGM; and
  2. the Repurchase Mandate: to repurchase issued and fully paid up Shares in such number not exceeding 10% of the total number of Shares in issue as at the date of passing of the proposed resolution at the AGM.

Subject to passing of the ordinary resolutions in respect of items (a) and (b) above, an ordinary resolution will also be proposed for the Shareholders to consider to extend the general mandate granted to the Directors to allot, issue or otherwise deal with additional Shares in an amount equal to the total number of Shares that have been bought buck under the Repurchase Mandate.

As at the Latest Practicable Date, a total of 925,056,000 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued and/or bought back by the Company prior to the AGM, the Company will be allowed to issue a maximum of 185,011,200 Shares representing 20% of the total number of Shares in issue as at the date of the AGM.

- 6 -

LETTER FROM THE BOARD

The Issue Mandate and Repurchase Mandate will end on the earliest of: (a) the conclusion of the next annual general meeting of the Company following passing of the resolution, at which time it shall lapse unless, by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to condition(s), (b) the expiration of the period within which the next annual general meeting of the Company is required by the laws of the Cayman Islands, the Articles or any applicable law to be held, or (c) the revocation or variation of the Issue Mandate and/or Repurchase Mandate by ordinary resolution of the Shareholders in a general meeting.

An explanatory statement containing all relevant information relating to the Repurchase Mandate is set out in Appendix II to this circular. The explanatory statement should provide you with information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate.

AGM

A notice convening the AGM is set out on pages 14 to 17 of this circular. The AGM will be held at Suite 2703, 27/F., Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong on Friday, 18 June 2021 at 11:15 a.m. for the purpose of considering and, if thought fit, approving the resolutions as set out therein. These documents are also published on the website of the Stock Exchange (http://www.hkexnews.hk) and the website of the Company (http://www.titans.com.cn).

A form of proxy for use at the AGM is also enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, as soon as possible, and in any event not less than 48 hours before the time appointed for holding of the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude the Shareholders from attending and voting in person at the AGM or any adjournment thereof if they so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a 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. Accordingly, all resolutions will be put to vote by way of poll at the AGM. Any announcement on the results of the vote by poll will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.

- 7 -

LETTER FROM THE BOARD

RECOMMENDATION

The Board considers that the proposed resolutions in relation to the re-election of the retiring Directors and the grant of General Mandates are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of all the relevant resolutions to be proposed at the AGM.

GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendices to this circular. The English text of this circular shall prevail over the Chinese text.

Yours faithfully,

For and on behalf of the Board

China Titans Energy Technology Group Co., Limited

Li Xin Qing

Chairman

- 8 -

APPENDIX I

PARTICULARS OF PROPOSED DIRECTORS FOR

RE-ELECTION AT THE ANNUAL GENERAL MEETING

The following are the biographical details of the Directors proposed to be re-elected at the

AGM:

Mr. Li Xin Qing, born in May 1957, is the Chairman, an executive Director, the chairman of the nomination committee of our Company and one of the substantial shareholders of the Company. Mr. Li was appointed an executive Director on 16 November 2007. Mr. Li is responsible for the overall direction and strategic planning of our Group. Mr. Li obtained a bachelor of engineering degree from Tongji University (同濟 大學) in January 1982, majoring in mechanical engineering. He also obtained a second bachelor degree in industrial management and engineering from Tongji University in June 1992, majoring in industrial management and engineering. He joined our Group in September 1992. He has worked in Titans Technology where he served as vice chairman, general manager and chairman. Mr. Li received the Guangdong Province Scientific and Technological Progress Award (Class 1) for Electric Power Industry (廣東省電子工業科學 技術進步一等獎) from Guangdong Province Electric Engineering Industry Department (廣 東省電子機械工業廳), a department established by the local government of Guangdong Province and Zhuhai Municipality Scientific and Technological Progress Award (Class 1) (珠海市科學技術進步獎一等獎) from Zhuhai Municipality Scientific and Technological Progress Qualification Committee (珠海市科學技術進步獎評審委員會) established by the local government of Zhuhai Municipality (珠海市政府) for his participation in the research and development of the "high frequency switch power source for communications SMP-R1022FC"(通訊用高頻開關電源項目SMP-R1022FC) project in 1998. The Scientific and Technological Award was awarded on the basis that the invention or development in science and technology was considered creative and contributing to the development and improvement of the current science and technology and thus generating economic and social value.

Since the Group's establishment, Mr. Li has played an active role in the Group's development, including research and development of our products and formulating the business strategies of our Group and has accumulated his knowledge and experience with the development of our Group. At present, Mr. Li is also a director of Titans BVI Limited, Grace Technology Development Limited and Titans Holdings Co., Limited, the president of Titans Technology and Titans Power Electronics and an executive director and the legal representative of Zhuhai Titans New Energy System Co., Ltd.* (珠海泰坦新能源系統有限公

), the above of which are all subsidiaries of the Company.

Mr. Li entered into a service agreement with the Company for a term of three years commencing on 28 May 2019 (the "Commencement Date"), which may be terminated by either party thereto giving to the other not less than three months' prior written notice. For the first year from Commencement Date, the basic salary of Mr. Li was HK$50,000 per month and the salary increment of Mr. Li, if any, from the second year from the Commencement Date shall not be more than 10% of his annual basic salary for the immediate preceding year, which is determined with reference to the prevailing market practice, the Company's remuneration policy, his duties and responsibilities with the Group. Mr. Li is also entitled to a discretionary bonus subject to the approval by the Board. For the year ended 31 December 2020, Mr. Li is entitled to total emoluments of approximately RMB690,000. Mr. Li's appointment as Director is subject to retirement by rotation and re-election at the AGM in accordance with the Articles.

- 9 -

APPENDIX I

PARTICULARS OF PROPOSED DIRECTORS FOR

RE-ELECTION AT THE ANNUAL GENERAL MEETING

As at the Latest Practicable Date, Mr. Li is, pursuant to Part XV of the SFO, deemed to be interested in 197,724,457 Shares held by Genius Mind Enterprises Limited ("Genius Mind") since the entire issued share capital of Genius Mind is beneficially owned by Mr. Li and 7,985,418 Shares held by Rich Talent Management Limited ("Rich Talent"), a company which shareholding is owned as to 50% by him. Mr. Li also holds interest in 200,000 Shares of the Company (i.e. a total of 205,909,875 Shares, representing approximately 22.26% of the total issued share capital of the Company).

Save as disclosed above, Mr. Li has not held and is not holding any other position with the Company or any of its subsidiaries. Mr. Li does not have any relationship with any Directors, senior management of the Company or substantial or controlling Shareholders as of the Latest Practicable Date.

Mr. Zhang Guo Rong, aged 58, graduated from Hefei University of Technology with a bachelor in microcomputer application in August 1987. He further obtained his master degree in computer application from Hefei University of Technology in February 1995. In June 2008, he obtained his PhD in power electronics and electrical drives from Hefei University of Technology.

After graduation, Mr. Zhang has been a postdoctoral research fellow in natural science and school of electrical engineering and automation in Hefei University of Technology. Mr. Zhang is also a member of the council committee of the Auhui New Energy Association.

Mr. Zhang has been granted several awards including the first prize of Science and Technology Progress Awards, the second prize of Science and Technology Progress Awards by Shanghai Railway Bureau in January 2008 and December 2008, respectively, and the third prize of Auhui Province Science and Technology Award by the People's Government of Auhui province in November 2009.

Mr. Zhang has more than 20 years of experience in field of power electronics, having been named as an inventor of more than 10 awarded PRC patents that relate to the technical field of power electronics. Mr. Zhang's major research areas include development and application of emerging power technologies, power electronics technologies and power transmission and distribution technologies. Mr. Zhang has authored numerous articles in academic journals and scientific magazines. He served as a member of the editorial team for the Electrical Measurement & Instrumentation Magazine, a peer-reviewer for the Acta Energiae Solaris Sinica Magazine, Automation of Electric Power Systems Magazine and Electric Power Automation Equipment Magazine. Mr. Zhang was appointed as one of the leaders of a cadre of scientists in the National Key Technologies R&D Program by the Ministry of Science and Technology of the People 's Republic of China in August 2017.

Save as disclosed above, Mr. Zhang has not held and is not holding any other position with the Company or any of its subsidiaries. Mr. Zhang did not hold any other directorships in other listed companies in the past three years or any other major appointments and professional qualifications.

- 10 -

APPENDIX I

PARTICULARS OF PROPOSED DIRECTORS FOR

RE-ELECTION AT THE ANNUAL GENERAL MEETING

As at the Latest Practicable Date, Mr. Zhang does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company, nor does he have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

The Company has entered into a letter of appointment ("Letter of Appointment") with Mr. Zhang for an initial term of three years, subject to retirement and re-election at the forthcoming annual general meeting of the Company pursuant to the articles of association of the Company. Under the Letter of Appointment, Mr. Zhang will be entitled to a director 's remuneration of HK$120,000 per annum which has been determined by the Board with reference to the prevailing market conditions, the remuneration policy of the Company and Mr. Zhang's experience and his duties and responsibilities to be exercised on the Company's affairs.

Mr. Zhang has given confirmation of independence to the Company pursuant to Rule 3.13 of the Listing Rules and is considered by the Board to be independent. Mr. Zhang's appointment as Director is subject to retirement by rotation and re-election at the AGM in accordance with the Articles.

Mr. Zhang has confirmed that he meets the independence criteria as set out in Rule

3.13 of the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules").

Save as disclosed above, the Board is not aware of any other matters in relation to the appointment of Mr. Zhang that need to be brought to the attention of the shareholders of the Company nor is there any information which is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

Mr. Pang Zhan, born in October 1978, is an independent non-executive Director and a member of each of the audit committee, remuneration committee and nomination committee of the Company. Mr. Pang was appointed as an independent non-executive Director on 16 April 2015. He graduated from Nanjing University (南京大學) with a bachelor of science degree in mathematics in June 2001. He further obtained his master degree in science from Nanjing University in June 2004. In December 2007, he obtained his PhD in systems engineering and engineering management from the Chinese University of Hong Kong (香港中文大學). After graduation, Mr. Pang was engaged in research and teaching in University of Calgary, Canada (加拿大卡爾加里大學), University of Cambridge, UK (英國劍橋大學), University of Toronto, Canada (加拿大多倫多大學) and Lancaster University, UK (英國蘭卡斯特大學), and City University of Hong Kong (香港城 市大學). He has been a tenured professor (under the academic title of associate professor) of Purdue University Krannert School of Management since September 2018. Mr. Pang's major research areas include supply chain and operations management, risk management, pricing and revenue management, big data and business analytics and optimization, etc. He has also conducted research on the renewable energy and energy storage system design and modelling in smart grid environments, and business models of electric vehicles. Mr. Pang has published multiple papers in leading international journals in the field of operations management and operations research, and has served as the senior editor of "Production and Operation Management" Magazine.

- 11 -

APPENDIX I

PARTICULARS OF PROPOSED DIRECTORS FOR

RE-ELECTION AT THE ANNUAL GENERAL MEETING

Mr. Pang entered into a letter of appointment with the Company for a term of three years commencing on 16 April 2021, pursuant to which Mr. Pang is entitled to a directors fee of HK$10,000 per month commencing from the date of appointment. The remuneration of Mr. Pang was determined with reference to the prevailing market practice, the Company's remuneration policy, his duties and responsibilities with the Group.

Mr. Pang has given confirmation of independence to the Company pursuant to Rule

3.13 of the Listing Rules and is considered by the Board to be independent. For the year ended 31 December 2020, Mr. Pang is entitled to total emoluments of approximately RMB101,000. Mr. Pang's appointment as Director is subject to retirement by rotation and re-election at the AGM in accordance with the Articles.

Save as disclosed herein, each of the above retiring Directors confirms with respect to him that: (i) he has not held any directorships during the three years preceding the Latest Practicable Date in any public companies the securities of which are listed on any securities market in Hong Kong or overseas; (ii) he did not have any relationship with any other Directors, senior management of the Company or substantial or controlling Shareholders as of the Latest Practicable Date; (iii) he did not hold any positions in the Company or other members of the Group as of the Latest Practicable Date; (iv) he did not have any interests in the Shares within the meaning of Part XV of SFO as at the Latest Practicable Date; (v) there is no other information that should be disclosed for him pursuant to the requirements under rules 13.51(2)(h) to (v) of the Listing Rules; and (vi) there are no other matters that need to be brought to the attention of Shareholders.

- 12 -

APPENDIX II

EXPLANATORY STATEMENT FOR

THE REPURCHASE MANDATE

This appendix includes an explanatory statement required by the Stock Exchange to be presented to the Shareholders concerning the Repurchase Mandate proposed to be granted to the Directors in the AGM.

1. LISTING RULES RELATING TO REPURCHASES OF SHARES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.

The Listing Rules provide that all proposed repurchase(s) of Shares (the "Repurchase") must be approved by Shareholders in advance by an ordinary resolution at a general meeting, either by way of a general mandate or by a specific approval of a particular transaction and that the Shares to be bought back must be fully paid up.

2. FUNDING AND IMPACT OF REPURCHASE

Any Repurchase will be made out of funds which are legally available for the purpose in accordance with the memorandum of association of the Company and the Articles, the Listing Rules, the applicable laws of the Cayman Islands and any other laws and regulations applicable to the Company. The Company may not repurchase Shares on the Stock Exchange for consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

As compared with the financial position of the Company as at 31 December 2020 (being the date to which the latest audited financial statements of the Company have been made up), the Directors consider that there would not be a material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed Repurchase were to be carried out in full during the proposed Repurchase period.

The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing position which in the opinion of the Directors are from time to time appropriate for the Company.

3. REASONS FOR REPURCHASE

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares on the market. Such Repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earning per Share and will only be made when the Directors believe that such Repurchase will benefit the Company and the Shareholders.

4. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company was HK$9,250,560 divided into 925,056,000 Shares.

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APPENDIX II

EXPLANATORY STATEMENT FOR

THE REPURCHASE MANDATE

Subject to the passing of the relevant ordinary resolutions to approve the Repurchase Mandate to repurchase Shares and on the basis that no further Shares are issued or bought back between the Latest Practicable Date and the AGM, the Directors would be authorised to exercise the powers of the Company to repurchase a maximum of 92,505,600 Shares, being 10% of the issued share capital of the Company.

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

6. EFFECT OF THE TAKEOVERS CODE

If as a result of a Repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder 's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purpose of the Takeovers Code.

As a result, a Shareholder or a group of Shareholders acting in concert (as defined in the Takeovers Code), depending on the level of increase of the Shareholder 's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory general offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date and based on the register kept by the Company under section 336 of the SFO, Mr. Li Xin Qing and Mr. An Wei, the executive Directors, are interested in 200,000 Shares and 400,000 Shares respectively. They, through their interests in Genius Mind Enterprises Limited, Great Passion International Limited and Rich Talent Management Limited, together control approximately 43.48% of the voting rights in the Company. If the Company repurchases the maximum amount of Shares that it would be authorised to under the Repurchase Mandate (if it is approved by the Shareholders at the AGM), the percentage voting rights controlled by Mr. Li Xin Qing and Mr. An Wei in the Company would increase to approximately 48.31%. In that case, Mr. Li Xin Qing and Mr. An Wei may trigger the obligation to make a mandatory general offer under Rule 26 of the Takeovers Code. Nevertheless, the Directors do not intend to exercise the power to repurchase Shares to an extent which would render any Shareholder or group of Shareholders obliged to make a mandatory general offer under Rule 26 of the Takeovers Code. The Directors have no intention to exercise the Repurchase Mandate to such an extent that would result in a public shareholding of less than the minimum public float requirement of 25% of the total issued share capital of the Company.

- 14 -

APPENDIX II

EXPLANATORY STATEMENT FOR

THE REPURCHASE MANDATE

7. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best knowledge and belief of the Directors, having made all reasonable enquiries, any of their respective close associates has any present intention, in the event that the proposed Repurchase Mandate is granted, to sell Shares to the Company. No core connected person (as defined by the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Company is authorised to make buyback of Shares.

8. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares has been made by the Company (whether on the Stock Exchange or otherwise) during the six months preceding the Latest Practicable Date.

9. SHARE PRICES

The highest and lowest prices of the Shares in each of the past twelve months up to the Latest Practicable Date were as follows:

Price Per Share

Highest

Lowest

HK$

HK$

2020

April

0.425

0.375

May

0.400

0.350

June

0.395

0.365

July

0.570

0.370

August

0.495

0.420

September

0.520

0.405

October

0.475

0.415

November

0.590

0.405

December

0.475

0.395

2021

January

0.485

0.430

February

0.540

0.450

March

0.485

0.400

April (up to the Latest Practicable Date)

0.420

0.380

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NOTICE OF ANNUAL GENERAL MEETING

China Titans Energy Technology Group Co., Limited

中國泰坦能源技術集團有限公司*

(Incorporated in the Cayman Islands with members' limited liability)

(Stock code: 2188)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the "Meeting") of China Titans Energy Technology Group Co., Limited (the "Company") will be held at Suite 2703, 27/F., Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong on Friday, 18 June 2021 at 11:15 a.m. for considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

  1. To receive, consider and adopt the audited consolidated financial statements and the reports of the directors and auditor of the Company for the year ended 31 December 2020.
  2. To re-appoint SHINEWING (HK) CPA Limited as auditor of the Company and to authorise the board of directors of the Company to fix their remuneration.
  3. (a) To re-elect Mr. Li Xin Qing as an executive director of the Company;
    1. To re-elect Mr. Zhang Guo Rong as an independent non-executive director of the Company; and
    2. To re-elect Mr. Pang Zhan as an independent non-executive director of the Company.
  4. To authorise the board of directors of the Company to fix the remuneration of the directors.
  5. "THAT:
  1. subject to paragraph (C) of this resolution below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal in additional shares in the capital of the Company (the "Shares") or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

* For identification purpose only

- 16 -

NOTICE OF ANNUAL GENERAL MEETING

  1. the approval in paragraph (A) above shall be in addition to any other relevant authorisations given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which might or would require the exercise of such powers (including but not limited to the power to allot, issue and deal in additional Shares) during or after the end of the Relevant Period;
  2. the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraphs (A) and (B) above of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of any options granted under the share option schemes adopted by the Company or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of Shares or rights to subscribe for Shares; or (iii) any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend in accordance with the articles of association of the Company (the "Article") from time to time, shall not exceed 20% of the total number of Shares in issue at the time of passing this resolution and the said approval shall be limited accordingly; and
  3. for the purposes of this resolution:
    "Relevant Period" means the period from the time of the passing of this resolution until whichever is the earliest of:
    1. the conclusion of the next annual general meeting of the Company;
    2. the expiration of the period within which the next annual general meeting of the Company is required by the laws of Cayman Islands, the Articles or any applicable law to be held; or
    3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

"Rights Issue" means an offer of Shares open for a period fixed by the Directors to holders of Shares on the register of members on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange)."

- 17 -

NOTICE OF ANNUAL GENERAL MEETING

6. "THAT:

  1. subject to paragraph (C) of this resolution below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase the issued Shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong under the Code on Share Buybacks and the Stock Exchange ("Recognised Stock Exchange") for this purpose, and that the exercise by the Directors of all powers of the Company to repurchase such Shares are subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time or those of any other Recognised Stock Exchange, be and is hereby, generally and unconditionally approved;
  2. the approval in paragraph (A) of this resolution above shall be in addition to any other relevant authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase the Shares at a price determined by the Directors;
  3. the total number of Shares which are authorised to be bought back by the Company pursuant to the approval in paragraph (A) above of this resolution during the Relevant Period shall not exceed 10% of the total number of Shares in issue as at the time of passing this resolution and the said approval shall be limited accordingly; and
  4. for the purposes of this resolution:
    "Relevant Period" means the period from the time of the passing of this resolution until whichever is the earliest of:
    1. the conclusion of the next annual general meeting of the Company;
    2. the expiration of the period within which the next annual general meeting of the Company is required by the laws of Cayman Islands, the Articles or any applicable law to be held; or
    3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."

- 18 -

NOTICE OF ANNUAL GENERAL MEETING

7. "THAT conditional upon the passing of resolutions 5 and 6 as set out in this notice convening the Meeting of which this resolution forms part (the "Notice"), the general mandate granted to the Directors pursuant to resolution 5 as set out in the Notice be and is hereby extended by the addition thereto of an amount representing the total number of Shares in issue bought back by the Company under the authority granted pursuant to resolution 6 as set out in the Notice, provided that such amount shall not exceed 10% of the total number of Shares in issue as at the date of passing this resolution."

By Order of the Board

China Titans Energy Technology Group Co., Limited

Li Xin Qing

Chairman

Hong Kong, 27 April 2021

Notes:

  1. For ascertaining the entitlement to attend and vote at the Meeting, the register of members of the Company will be closed from Tuesday, 15 June 2021 to Friday, 18 June 2021, both days inclusive, during which period no transfer of shares will be registered. In order to be entitled to attend and vote at the Meeting, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar, Computershare Hong Kong Investor Services Limited at 17M, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on Friday, 11 June 2021.
  2. Any member entitled to attend and vote at the Meeting is entitled to appoint another person as his/her proxy to attend and vote instead of himself/herself. A member may appoint a proxy in respect of part only of his/her holding of Shares. A proxy need not be a member of the Company.
  3. To be valid, the instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the office of the Hong Kong branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.
  4. Completion and delivery of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the Meeting if the member so desires and in such event, the instrument appointing a proxy should be deemed to be revoked.
  5. If Typhoon Signal No.8 or above is expected to be hoisted or a Black Rainstorm Warning Signal is expected to be in force any time after 6:00 a.m. on the date of the Meeting, then the Meeting will be postponed. The Company will post an announcement on the Company's website (http://www.titans.com.cn) and the Stock Exchange's website (http://www.hkexnews.hk) to notify shareholders of the date, time and place of the rescheduled meeting.
    The Meeting will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the Meeting under bad weather condition bearing in mind their own situations.

As at the date of this notice, the executive Directors of the Company are Mr. Li Xin Qing and Mr. An Wei, and the independent non-executive Directors of the Company are Mr. Li Wan Jun, Mr. Zhang Guo Rong and Mr. Pang Zhan.

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China Titans Energy Technology Group Co. Ltd. published this content on 26 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2021 08:39:07 UTC.