MIE : PROPOSALS FOR RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO BUY-BACK SHARES AND TO ISSUE NEW SHARES AND PROPOSED ADOPTION OF SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

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

If you have sold or transferred all your shares in MIE Holdings Corporation, you should at once hand this circular, together with the enclosed 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.

MIE HOLDINGS CORPORATION

MI能 源 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(STOCK CODE: 1555)

PROPOSALS FOR

RE-ELECTION OF DIRECTORS,

GENERAL MANDATES TO BUY-BACK SHARES AND

TO ISSUE NEW SHARES

AND

PROPOSED ADOPTION OF SHARE OPTION SCHEME

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of MIE Holdings Corporation to be held at Units 5906- 12, 59/F, The Center, 99 Queen's Road Central, Hong Kong on Friday, June 25, 2021 at 2:00 p.m. is set out on pages 21 to 25 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.mienergy.com.cn).

Whether or not you are able to attend and vote at the Annual General Meeting, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not later than 2:00 p.m. on Wednesday, June 23, 2021 (Hong Kong time). Completion and return of the form of proxy as instructed will not preclude shareholders from attending and voting in person at the Annual General Meeting if they so wish.

May 14, 2021

		CONTENTS
			Page
Definitions . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Proposed Granting of General Mandates to Buy-Back and Issue Shares . . . . . . .	4
4.	Proposed Adoption of the Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	- Details of the Directors Proposed to be
		Re-elected at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II	- Explanatory Statement on the Share Buy-back Mandate . . . . . . . . . .	11
Appendix III	- Principal Terms of the Share Option Scheme . . . . . . . . . . . . . . . . . . . . .	14
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21

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DEFINITIONS

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

''Annual General Meeting''	an annual general meeting of the Company to be held at
	Units 5906-12, 59/F, The Center, 99 Queen's Road Central,
	Hong Kong on Friday, June 25, 2021 at 2:00 p.m., to
	consider and, if appropriate, to approve the resolutions
	contained in the notice of the meeting which is set out on
	pages 21 to 25 of this circular, or any adjournment thereof;
''Articles of Association''	the amended and restated articles of association of the
	Company currently in force;
''Board''	the board of Directors;
"Business Day"	any day on which the Stock Exchange is open for business
	of dealing in the securities listed thereon;
''Cayman Companies Law''	the Companies Law (2018 Revision) (as consolidated and
	revised from time to time) of the Cayman Islands;
''Company''	MIE Holdings Corporation, a company incorporated in the
	Cayman Islands with limited liability, the Shares of which
	are listed on the Main Board of the Stock Exchange;
''Director(s)''	the director(s) of the Company;
''Eligible Participants''	any full time employees, directors (including executive
	directors, non-executive directors and independent non-
	executive directors) and any advisers and consultants of any
	member of the Group who the Board considers, in its sole
	discretion, have contributed or will contribute to the Group;
''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
	People's Republic of China;
''Issuance Mandate''	a general mandate proposed to be granted to the Directors
	to allot, issue or deal with additional Shares of not
	exceeding 20% of the number of issued shares of the
	Company as at the date of the passing of proposed ordinary
	resolution contained in item 5 of the notice of the Annual
	General Meeting as set out on pages 21 to 25 of this
	circular;

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	DEFINITIONS
''Latest Practicable Date''	Friday, May 7, 2021, being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information in this circular;
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange;
"Option"	an option to subscribe for Shares granted pursuant to the
	Share Option Scheme;
"RMB"	Renminbi, the lawful currency of People's Republic of
	China;
''SFO''	the Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong;
''Share(s)''	ordinary share(s) of US$0.001 each in the capital of the
	Company or if there has been a subsequent sub-division,
	consolidation, reclassification or reconstruction of the share
	capital of the Company, shares forming part of the ordinary
	equity share capital of the Company;
''Share Buy-back Mandate''	a general mandate proposed to be granted to the Directors
	to buy-back Shares on the Stock Exchange of not exceeding
	10% of the number of issued shares of the Company as at
	the date of the passing of proposed ordinary resolution
	contained in item 4 of the notice of the Annual General
	Meeting as set out on pages 21 to 25 of this circular;
''Shareholder(s)''	holder(s) of Share(s);
''Share Option Scheme''	the share option scheme proposed to be adopted by the
	Company and approved by the Shareholders at the Annual
	General Meeting, a summary of the principal terms of
	which is set out in Appendix III to this circular;
''Stock Exchange''	The Stock Exchange of Hong Kong Limited;
"Subscription Price"	the price per Share at which a grantee under the Share
	Option Scheme may subscribe for Shares on the exercise of
	an Option pursuant to the Share Option Scheme;
''Takeovers Code''	The Codes on Takeovers and Mergers and Share Buy-backs
	issued by the Securities and Futures Commission in Hong
	Kong; and
''US$''	US dollars, the lawful currency of The United States of
	America.

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LETTER FROM THE BOARD

MIE HOLDINGS CORPORATION

MI能 源 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(STOCK CODE: 1555)

Executive Directors:	Registered Office:
Mr. Zhang Ruilin (Chairman)	P.O. Box 309
Mr. Zhao Jiangwei	Ugland House
	Grand Cayman KY1-1104
Non-executive Director:	Cayman Islands
Ms. Xie Na
	Principal Place of Business
Independent Non-executive Directors:	in Hong Kong:
Mr. Mei Jianping	Level 54, Hopewell Centre
Mr. Jeffrey Willard Miller	183 Queen's Road East
Mr. Guo Yanjun	Hong Kong
	Beijing Office:
	Room 1301-1303
	North Star Times Tower
	No. 8 North Star East Road
	Chaoyang District
	Beijing 100101
	The People's Republic of China
	May 14, 2021
To the Shareholders
Dear Sir/Madam,

PROPOSALS FOR

RE-ELECTION OF DIRECTORS,

GENERAL MANDATES TO BUY-BACK SHARES AND

TO ISSUE NEW SHARES

AND

PROPOSED ADOPTION OF SHARE OPTION SCHEME

AND

NOTICE OF ANNUAL GENERAL MEETING

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