INNER MONGOLIA ENERGY ENGINEERING CO., LTD. 內蒙古能源建設投資股份有限公司

Transcription

1 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, independent adviser or other professional adviser. If you have sold or otherwise transferred all your shares in Inner Mongolia Energy Engineering Co., Ltd., you should at once hand this circular and the enclosed form of proxy and reply slip 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. This circular appears for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company. INNER MONGOLIA ENERGY ENGINEERING CO., LTD. 內蒙古能源建設投資股份有限公司 (A joint stock company incorporated in the People s Republic of China with limited liability) (Stock Code: 01649) WORK REPORT OF THE BOARD FOR THE YEAR 2017 WORK REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2017 FINANCIAL ACCOUNTS REPORT FOR THE YEAR 2017 ANNUAL PROFIT DISTRIBUTION PLAN FOR THE YEAR 2017 REMUNERATION PLAN FOR THE DIRECTORS FOR THE YEAR 2018 REMUNERATION PLAN FOR THE SUPERVISORS FOR THE YEAR 2018 ENGAGEMENT OF AUDITORS FOR THE YEAR 2018 GENERAL MANDATE TO ISSUE SHARES INCREASE IN THE REGISTERED CAPITAL OF THE COMPANY AND AMENDMENT TO THE ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING OF 2017 All capitalised terms used in this circular have the meanings set out in the section headed Definitions of this circular. The Company will convene the annual general meeting of 2017 at 9:00 a.m. on Thursday, June 21, 2018 at the Meeting Room, 11th Floor, Harbour Building, Ordos East Street, Saihan District, Hohhot, Inner Mongolia Autonomous Region, the PRC. Notice of the AGM is set out on pages AGM-1 to AGM-3 of this circular. A letter from the Board is set out on pages 3 to 10 of this circular. Reply slip and form of proxy for the use at the AGM have been published on the websites of The Stock Exchange of Hong Kong Limited ( and the Company ( If you intend to attend the AGM in person or by proxy, please complete the enclosed reply slip in accordance with the instructions printed thereon and return the same on or before Friday, June 1, 2018 (Hong Kong time). Any Shareholder who intends to appoint a proxy to attend the AGM shall complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same by 9:00 a.m. on Wednesday, June 20, 2018 (Hong Kong time). Completion and return of the form of proxy will not preclude you from attending the AGM and voting in person if you so wish. May 21, 2018

2 CONTENTS Page Definitions... 1 Letter from the Board... 3 Notice of Annual General Meeting of AGM-1 i

3 DEFINITIONS In this circular, the following expressions shall have the following meanings unless the context otherwise requires. AGM or Annual General Meeting the annual general meeting of 2017 of the Company to be held at Meeting Room, 11th Floor, Harbour Building, Ordos East Street, Saihan District, Hohhot, Inner Mongolia Autonomous Region, the PRC at 9:00 a.m. on Thursday, June 21, 2018 or any adjournment thereof, the notice of which is set out on pages AGM-1 to AGM-3 of this circular Articles of Association the articles of association of the Company, as amended, modified or otherwise supplemented from time to time Board China or PRC Company Director(s) Domestic Share(s) General Mandate the board of directors of the Company the People s Republic of China, which for the purposes of this circular excludes Hong Kong, Macau Special Administrative Region and Taiwan Inner Mongolia Energy Engineering Co., Ltd. ( 內蒙古能源建設投資股份有限公司 ), a joint stock company incorporated in the PRC with limited liability, the H Shares of which are listed on the Main Board of the Stock Exchange (stock code: 01649) the director(s) of the Company domestic shares of the Company, being the ordinary shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for the paid up in Renminbi the general mandate granted to the Directors to issue Domestic Shares and/or H Shares (including but not limited to ordinary Shares, preference Shares, or other securities in compliance with applicable laws and regulations) representing up to the limit of 20% of each of the total number of the Domestic Shares and/ or H Shares of the Company respectively in issue as at the date of passing such resolution to grant the general mandate, and make corresponding amendments to the Articles of Association as they think fit H Share(s) overseas listed foreign invested Share(s) with a par value of RMB1.00 each in the share capital of the Company, which are listed on the Stock Exchange (stock code: 01649) and are subscribed for in HK dollars H Shareholders holders of H Shares Hong Kong the Hong Kong Special Administrative Region of the PRC Latest Practicable Date May 17, 2018, the latest practicable date prior to the printing of this circular for ascertaining certain information herein Listing listing of H Shares on the Main Board of the Stock Exchange on July 18, 2017 Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange 1

4 DEFINITIONS RMB or Renminbi Share(s) Shareholder(s) Stock Exchange Supervisors Supervisory Committee Renminbi, the lawful currency of the PRC the share(s) of RMB1.00 each of the Company holder(s) of the Share(s) The Stock Exchange of Hong Kong Limited the supervisors of the Company the committee of supervisors of the Company 2

5 INNER MONGOLIA ENERGY ENGINEERING CO., LTD. 內蒙古能源建設投資股份有限公司 (A joint stock company incorporated in the People s Republic of China with limited liability) (Stock Code: 01649) Members of the Board Executive Directors: Mr. Lu Dangzhu Mr. Liu Lisheng Non-executive Director: Mr. Chen Ming Independent Non-executive Directors: Mr. Wang Wen Mr. Su Nan Mr. Ding Zhiyun Mr. Yang Hong Mr. Yue Jianhua Ms. Lau Miu Man Registered Office Harbour Building Ordos East Street Saihan District, Hohhot Inner Mongolia Autonomous Region PRC Principal Place of Business in Hong Kong 18/F, Tesbury Centre, 28 Queen s Road East, Wanchai, Hong Kong May 21, 2018 To the Shareholders Dear Sir or Madam, WORK REPORT OF THE BOARD FOR THE YEAR 2017 WORK REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2017 FINANCIAL ACCOUNTS REPORT FOR THE YEAR 2017 ANNUAL PROFIT DISTRIBUTION PLAN FOR THE YEAR 2017 REMUNERATION PLAN FOR THE DIRECTORS FOR THE YEAR 2018 REMUNERATION PLAN FOR THE SUPERVISORS FOR THE YEAR 2018 ENGAGEMENT OF AUDITORS FOR THE YEAR 2018 GENERAL MANDATE TO ISSUE SHARES INCREASE IN THE REGISTERED CAPITAL OF THE COMPANY AND AMENDMENT TO THE ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING OF

6 INTRODUCTION The purpose of this circular is to provide you with the notice of the annual general meeting of 2017 of the Company and, among others, other information, so as to enable you to make an informed decision as to whether to vote for or against the following resolutions concerning the following matters of the Company to be proposed at the AGM: (a) ordinary resolutions to be proposed to consider and approve (i) work report of the Board for the year 2017; (ii) work report of the Supervisory Committee for the year 2017; (iii) financial accounts report for the year 2017; (iv) annual profit distribution plan for the year 2017; (v) remuneration plan for the Directors for the year 2018; (vi) remuneration plan for the Supervisors for the year 2018; (vii) engagement of auditors for the year 2018; and (b) special resolutions to be proposed to consider and approve (viii) General Mandate to issue Shares; and (ix) increase in the registered capital of the Company and amendment to the Articles of Association. (i) Work Report of the Board for the Year 2017 An ordinary resolution will be proposed at the AGM to consider and approve the work report of the Board for the year The full text of the work report of the Board for the year 2017 is set out in the 2017 annual report of the Company. (ii) Work Report of the Supervisory Committee for the Year 2017 An ordinary resolution will be proposed at the AGM to consider and approve the work report of the Supervisory Committee for the year The full text of the work report of the Supervisory Committee for the year 2017 is set out in the 2017 annual report of the Company. (iii) Financial Accounts Report of the Group for the Year 2017 An ordinary resolution will be proposed at the AGM to consider and approve the financial accounts report of the Group for the year The audited financial statements which were prepared in compliance with the International Financial Reporting Standards and the full text of the independent auditors report for the year 2017 are set out in the 2017 annual report of the Company. (iv) Annual Profit Distribution Plan for the Year 2017 Pursuant to the Articles of Association, an ordinary resolution will be proposed at the AGM to consider and approve the annual profit distribution plan of the Company for the year On March 28, 2018, the Board recommended the payment of a final dividend of RMB per Share (tax inclusive) to the Shareholders for the year ended December 31, 2017 (the 2017 Final Dividend ), with a total amount of approximately RMB41,906,000 (tax inclusive) subject to the approval of the Shareholders at the AGM. The holders of H Shares and Domestic Shares whose names appear on the register of members of the Company on Tuesday, July 3, 2018 are qualified to receive the 2017 Final Dividend to be approved by the Shareholders. To ascertain the entitlement to the 2017 Final Dividend, the register of members of the Company will be closed from Thursday, June 28, 2018 to Tuesday, July 3, 2018 (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 , 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 1103, 11th Floor, Harbour Building, Ordos East Street, Saihan District, Hohhot, Inner Mongolia Autonomous Region, the PRC (for holders of Domestic Shares) no later than 4:30 p.m. on Wednesday, June 27,

7 Final dividend income tax withholding Enterprise income tax withholding of non-resident enterprise shareholders In accordance with the Enterprise Income Tax Law of the People s Republic of China (the Enterprise Income Tax Law ) and its implementation regulations and the Notice on the Issues Concerning Enterprise Income Tax Withholding of Dividends Paid to Overseas Non-resident Enterprise Shareholders of H shares by Resident Enterprise in the PRC (Guo Shui Han [2008] No. 897) ( 關於中國居民企業向境外 H 股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知 ( 國稅函 [2008]897 號 )) issued by the State Administration of Taxation of the PRC, the Company shall be obligated to withhold 10% enterprise income tax before it distributes the final dividends to non-resident enterprise shareholders as listed on the Company s register of members of H Shares (the Register of Members of H Shares ) on Tuesday, July 3, 2018 (the Record Date ). Any H Shares registered in the name of non-individual shareholders are deemed as held by the non-resident enterprise shareholders. As such, the enterprise income tax shall be deducted from the dividend thereof. The non-resident enterprise shareholders shall apply to relevant tax authorities for refund according to applicable tax arrangements (if any). After the legal opinion is provided by the resident enterprise shareholders within the stipulated time frame and upon the Company s confirmation of such opinion, the Company will not withhold any enterprise income tax when it distributes the final dividends to resident enterprise shareholders of H Shares as listed on the Register of Members of H Shares on the Record Date. If any resident enterprise (the same meanings as defined in the Enterprise Income Tax Law) listed on the Register of Members of H Shares which is duly incorporated in the PRC or under the laws of a foreign country (region) but with a PRC-based de facto management body, does not desire the Company to withhold the aforesaid 10% enterprise income tax, a legal opinion, issued by a qualified lawyer in mainland China (inscribed with the seal of the applicable law firm), that verifies its resident enterprise status shall be lodged at the Company s H Share registrar, Computershare Hong Kong Investor Services Limited at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Wednesday, June 27, Individual income tax withholding of overseas resident individual shareholders The Notice on the Issues Concerning Tax on the Earnings from Transfer of Stocks (Stock Rights) and on the Income Tax from Dividends Received by Enterprises with Foreign Investment, Foreign Enterprises and Individual Foreigners (Guo Shui Fa [1993] No. 045) ( 關於外商投資企業 外國企業和外籍個人取得股票 ( 股權 ) 轉讓收益和股息所得稅收問題的通知 ( 國稅發 [1993]045 號 )) (the 93 Notice ) issued by the State Administration of Taxation of the PRC, where individual foreigners holding H shares are exempted from paying individual income tax for dividends (bonuses) obtained from companies incorporated in the PRC that issue H shares, was repealed under the Announcement on the List of Fully and Partially Invalidated and Repealed Tax Regulatory Documents ( 關於公佈全文失效廢止 部分條款失效廢止的稅收規範性文件目錄的公告 ) issued by the State Administration of Taxation of the PRC on January 4, On June 28, 2011, the State Administration of Taxation of the PRC issued the Notice on the Issues Concerning the Collection and Administration of Individual Income Tax Following the Repeal of Guo Shui Fa [1993] No. 045 (Guo Shui Han [2011] No. 348) ( 國家稅務總局關於國稅發 [1993]045 號文件廢止後有關個人所得稅徵管問題的通知 ( 國稅函 [2011]348 號 )) (the 2011 Notice ). The 2011 Notice has clarified the issues concerning the collection of individual income tax arising from H share dividends received by individual foreigners following the repeal of the 93 Notice. Due to the change in the tax regulations of the PRC as mentioned above, a company, as the withholding agent, should withhold the individual income tax for the overseas resident individual shareholders on the dividends income (bonus) of the shares issued in Hong Kong by domestic non-foreign- 5

8 invested enterprises under the item of interests, dividend and bonus income in accordance with the laws. After the Company s repeated consultation with competent tax authorities, they confirmed that the Company should withhold the individual income tax for the dividends or bonus income received by the overseas resident individual Shareholders. However, the overseas resident individual shareholders holding the Shares may be entitled to the relevant favorable tax treatments pursuant to the provisions in the tax treaties between the country(ies) in which they are domiciled and the PRC, and the tax arrangements between mainland China and Hong Kong (Macau). As such, the Company will withhold individual income tax for H Share individual shareholders in accordance with the following rules: for the H Share individual Shareholders who are Hong Kong or Macau residents or whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of 10%, the Company will withhold and pay individual income tax at the rate of 10% on behalf of such Shareholders in the distribution of final dividend; for the H Share individual Shareholders whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of less than 10%, the Company will temporarily withhold and pay individual income tax at the rate of 10% on behalf of such Shareholders in the distribution of final dividend, while such Shareholders may apply to competent tax authority for refund in accordance with the actual tax rate under such tax treaties; for the H Share individual Shareholders whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of more than 10% but less than 20%, the Company will withhold and pay individual income tax at the actual tax rate stipulated in the relevant tax treaty in the distribution of final dividend; for the H Share individual Shareholders whose country (region) of domicile is a country (region) which has not entered into any tax treaties with the PRC, or a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of 20%, the Company will withhold and pay individual income tax at the rate of 20% on behalf of such Shareholders in the distribution of final dividend. If an H Share individual Shareholder considers that his/her individual income tax withheld by the Company does not comply with the tax rate stipulated by the tax treaties between country or region in which he/she is domiciled and the PRC, he/she should file a timely authorization letter together with the reporting materials relating to him/her being a resident of the related country or region, to the Company s H Share registrar, Computershare Hong Kong Investor Services Limited by no later than 4:30 p.m. on Wednesday, June 27, The materials will be submitted to the competent tax authority by the Company, for subsequent taxation handling. Non-resident enterprise Shareholders of the Company or overseas resident individual Shareholders may seek advice from their tax advisors in relation to the tax impact of mainland China, Hong Kong and other countries (regions) involved in owning and disposing of H Shares of the Company if they have any question on the above arrangements. All dividends to be distributed will be denominated and declared in Renminbi and will be paid to H Shareholders in Hong Kong dollars. The value of dividends payable in Hong Kong dollars shall be based on the average exchange rate of Renminbi to Hong Kong dollars announced by The People s Bank of China in the five business days before Thursday, June 21, 2018, being the date of dividend declaration. The above dividends are expected to be paid on Monday, August 27,

9 (v) Remuneration Plan for the Directors for the Year 2018 An ordinary resolution will be proposed at the AGM to consider and approve the remuneration plan for the Directors for the year ending December 31, 2018 formulated in accordance with the Company s internal policies and relevant regulatory requirements. (vi) Remuneration Plan of the Supervisors for the Year 2018 An ordinary resolution will be proposed at the AGM to consider and approve the remuneration plan for the Supervisors for the year ending December 31, 2018 formulated in accordance with the Company s internal policies and relevant regulatory requirements. (vii) Engagement of Auditors for the Year 2018 An ordinary resolution will be proposed at the AGM to consider and approve the re-appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as the domestic auditor of the Company and Deloitte Touche Tohmatsu as the international auditor of the Company for the financial year of 2018, respectively, until the conclusion of the next annual general meeting of the Company, and authorise the Board to fix the remuneration of the auditors. (viii) General Mandate to Issue Shares To ensure that flexibility and discretion are given to the Directors to issue new Shares when they consider appropriate, a special resolution will be proposed at the AGM to grant a general mandate to the Directors to issue, allot and deal with, either separately or concurrently, additional domestic Shares and/or H Shares of the Company representing up to the limit of 20% of each of the total number of the domestic Shares and/or H Shares of the Company respectively in issue as at the date of passing such resolution to grant the General Mandate to issue Shares: (a) subject to paragraph (b) below and in accordance with the relevant requirements of the Listing Rules, the Articles of Association and the relevant laws and regulations of the PRC, the exercise by the Board during the Relevant Period (as defined below) of all the powers of the Company to determine and implement specific issue plan, consider and approve the agreements relating to the issue of Shares, consider and approve all documents to be submitted to the relevant authorities and perform all necessary procedures, approve the corresponding increase in the registered capital of the Company, make corresponding amendments to the Articles of Association and complete relevant mandatory registration and filing procedures, and determine other issues relating to the issue of Shares; 7

10 (b) for the purpose of this resolution, Relevant Period means the period from (and including) the date of passing of this resolution until whichever is the earliest of: (1) the conclusion of the next annual general meeting of the Company following the passing of the relevant resolution at the AGM; (2) the expiration of a 12-month period following the passing of the relevant resolution at the AGM; or (3) the revocation or variation of the given authorization under the relevant resolution by the passing of a special resolution at the general meeting of the Company; and (c) such mandate to the Board to make or grant offer proposals, agreements or options to issue domestic Shares and/or H Shares shall not extend beyond the Relevant Period, other than in the case of the making or granting of offer proposals, agreements or options by the Board during the Relevant Period which might require the performance or exercise of such powers after the close of the Relevant Period. As at the Latest Practicable Date, the Company had 2,025,313,904 Domestic Shares and 821,547,048 H Shares in issue. Subject to the passing of the resolution for the granting of the General Mandate, the Company would be entitled to allot, issue and deal with up to the maximum of 405,062,780 Domestic Shares and 164,309,409 H Shares on the basis that no further H Shares and Domestic Shares will be issued prior to the AGM. The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the General Mandate. 8

11 (ix) Increase in the Registered Capital of the Company and Amendment to the Articles of Association References are made to the prospectus and announcement of the Company dated June 30, 2017 and May 5, 2018, respectively, in relation to the Listing and proposed amendment to the Articles of Association. After Listing, both the Company s shareholders composition and share capital structure changed, and the registered capital of the Company increased. Before Listing, the registered capital of the Company was RMB2,100,000,000. After Listing, due to the increased share capital of RMB746,860,952 raised from the Listing, the Company s registered capital is increased to RMB2,846,860,952, of which, the registered capital of RMB2,846,860,952 was subscribed for and paid up. A special resolution will be proposed at the AGM to consider and approve the increase in registered capital of the Company and proposed amendment to the Articles of Association. The proposed amendment is as follows: Article No. Original Text Amended Text Article 22 The registered capital of the Company upon its establishment was RMB2, million. If the overallotment option is not exercised, the registered capital of the Company will become RMB3, million. If the over-allotment option is exercised, the registered capital of the Company will become RMB3, million. CLOSURE OF REGISTER OF MEMBERS The registered capital of the Company upon its establishment was RMB2, million. If the over-allotment option is not exercised, the registered capital of the Company will become RMB3, million. If the overallotment option is exercised, the registered capital of the Company will become RMB3, million. The registered capital of the Company is currently RMB2,846,860,952. The Company will convene the AGM on June 21, The register of members of the Company will be closed from May 22, 2018 to June 21, 2018 (both days inclusive), during which no transfers of Shares shall be effected. Shareholders whose names appear on the Company s register of members on May 22, 2018 will be entitled to attend and vote at the AGM. In order for holders of H Shares of the Company to qualify for attending and voting at the AGM, transfers of Shares must be lodged with H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops , 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 1103, 11th floor, Harbour Building, Ordos East Street, Saihan District, Hohhot, Inner Mongolia Autonomous Region, the PRC (for holders of Domestic Shares), no later than 4:30 p.m. on May 21, The register of members of the Company will be closed from June 28, 2018 to July 3, 2018 (both days inclusive), during which no transfers of Shares shall be effected. Shareholders whose names appear on the Company s register of members on July 3, 2018 will be entitled to receive the 2017 Final Dividend subject to the approval of Shareholders at AGM. In order for holders of H Shares of the Company to qualify for receiving the 2017 Final Dividend, transfers of Shares must be lodged with H Share registrar of the Company at the aforementioned address (for holders of H Shares), or the registered office of the Company at Room 1103, 11th Floor, Harbour Building, Ordos East Street, Saihan District, Hohhot, Inner Mongolia Autonomous Region, the PRC (for holders of Domestic Shares), no later than 4:30 p.m. on June 27,

12 VOTING AT THE AGM According to Rule 13.39(4) of the Listing Rules, unless the Chairman decides on good faith that a show of hand is allowed for any resolution in relation to procedures or administrative issues, any vote by the Shareholders in any general meeting of the Company shall be conducted by poll. As such, the Chairman of the AGM will, pursuant to Article 78 of the Articles of Association, demand vote by poll for every resolution proposed at the AGM. During a poll vote, every Shareholder present in person or by proxy (or, in the case of a member being a corporation, by its duly authorized representative) shall have one vote for each share registered in the Shareholder s name in the register of members. According to Article 80 of the Articles of Association, a Shareholder (including proxy) entitled to two or more votes is under no obligation to cast all his/her votes for or against any resolution. RECOMMENDATION The Board believes that the resolutions mentioned above are in the best interest of the Company and its Shareholders as a whole. Therefore, the Board recommends the Shareholders to vote for the relevant resolutions to be proposed at the AGM as set out in the notice of the AGM. By Order of the Board Inner Mongolia Energy Engineering Co., Ltd. Lu Dangzhu Chairman 10

13 NOTICE OF ANNUAL GENERAL MEETING OF 2017 INNER MONGOLIA ENERGY ENGINEERING CO., LTD. 內蒙古能源建設投資股份有限公司 (A joint stock company incorporated in the People s Republic of China with limited liability) (Stock Code: 01649) NOTICE OF ANNUAL GENERAL MEETING OF 2017 NOTICE IS HEREBY GIVEN THAT the annual general meeting of 2017 (the AGM ) of Inner Mongolia Energy Engineering Co., Ltd. ( 內蒙古能源建設投資股份有限公司 ) (the Company ) will be held at the Meeting Room, 11th Floor, Harbour Building, Ordos East Street, Saihan District, Hohhot, Inner Mongolia Autonomous Region, the PRC at 9:00 a.m. on Thursday, June 21, 2018 for the following purposes: ORDINARY RESOLUTIONS 1. To consider and approve the work report of the Board of the Company for the year To consider and approve the work report of the Supervisory Committee of the Company for the year To consider and approve the financial accounts report of the Group for the year To consider and approve the annual profit distribution plan of the Group for the year To consider and approve the remuneration plan for the Directors of the Company for the year To consider and approve the remuneration plan for the Supervisors of the Company for the year To consider and approve the engagement of auditors of the Company for the year SPECIAL RESOLUTIONS 8. To consider and approve the grant of the general mandate to the Board of the Company to issue domestic shares and/or H shares of the Company. 9. To consider and approve the increase in the registered capital of the Company and the amendment to the Company s articles of association. Closure of Register of Members The Company will convene the AGM on June 21, The register of members of the Company will be closed from May 22, 2018 to June 21, 2018 (both days inclusive), during which no transfers of Shares shall be effected. Shareholders whose names appear on the Company s register of members on May 22, 2018 will be entitled to attend and vote at the AGM. In order for holders of H Shares of the Company to qualify for attending and voting at the AGM, transfers of Shares must be lodged with H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops , 17th Floor, AGM-1

14 NOTICE OF ANNUAL GENERAL MEETING OF 2017 Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong (for holders of H Shares), or the registered office of the Company at Room 1103, 11th Floor, Harbour Building, Ordos East Street, Saihan District, Hohhot, Inner Mongolia Autonomous Region, the PRC (for holders of Domestic Shares), no later than 4:30 p.m. on May 21, The register of members of the Company will be closed from June 28, 2018 to July 3, 2018 (both days inclusive), during which no transfers of Shares shall be effected. Shareholders whose names appear on the Company s register of members on July 3, 2018 will be entitled to receive the 2017 Final Dividend. In order for holders of H Shares of the Company to qualify for receiving the 2017 Final Dividend subject to the approval of Shareholders at AGM, transfers of Shares must be lodged with H Share registrar of the Company at the aforementioned address (for holders of H Shares), or the registered office of the Company at the aforementioned address (for holders of Domestic Shares), no later than 4:30 p.m. on June 27, Inner Mongolia, PRC, May 5, 2018 By order of the Board Inner Mongolia Energy Engineering Co., Ltd. Lu Dangzhu Chairman As at the date of this announcement, the executive directors of the Company are Mr. LU Dangzhu and Mr. LIU Lisheng; the non-executive director of the Company is Mr. CHEN Ming; and the independent non-executive directors of the Company are Mr. WANG Wen, Mr. SU Nan, Mr. DING Zhiyun, Mr. YANG Hong, Mr. YUE Jianhua and Ms. LAU Miu Man. Notes: (1) All votes of resolutions at the AGM will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Listing Rules ) and the results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited ( and the Company ( in accordance with the Listing Rules. (2) Any shareholders entitled to attend and vote at the AGM can appoint one or more proxies to attend and vote at the AGM on his/her behalf. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and type of shares in respect of which each proxy is so appointed. (3) Shareholders shall appoint their proxies in writing. The form of proxy shall be signed by the shareholder or his/her/ its attorney who has been authorized in writing. If the shareholder is a corporation, the form of proxy shall be affixed with the corporation s seal or signed by its director, or its attorney duly authorized in writing. If the form of proxy is signed by the attorney of the shareholder, the power of attorney or other authorization document shall be notarized. For shareholders of domestic shares, the aforementioned documents must be lodged with the company secretaries of the Company, at Room 1103, 11th Floor, Harbour Building, Ordos East Street, Saihan District, Hohhot, Inner Mongolia Autonomous Region, the PRC not less than 24 hours before the time appointed for holding the AGM (by 9:00 a.m. on Wednesday, June 20, 2018 (Hong Kong time)) or any adjournment thereof, and for shareholders of H shares, the aforementioned documents must be lodged with the H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for holding the AGM (by 9:00 a.m. on Wednesday, June 20, 2018 (Hong Kong time)) or any adjournment thereof in order for such documents to be valid. Completion and delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked. AGM-2

15 NOTICE OF ANNUAL GENERAL MEETING OF 2017 (4) Shareholders who intend to attend the AGM (in person or by proxy) shall complete and deliver the reply slip of AGM to the company secretaries of the Company, at Room 1103, 11th Floor, Harbour Building, Ordos East Street, Saihan District, Hohhot, Inner Mongolia Autonomous Region, the PRC (Fax No.: ) (for shareholders of domestic shares), or the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong (Fax No.: ) (for shareholders of H shares) by personal delivery, mail or fax on or before Friday, June 1, (5) Shareholders shall produce their identification documents when attending the AGM. (6) If a proxy attends the AGM on behalf of a shareholder, he/she should produce his/her identification document and the power of attorney or other documents signed by the appointer or his/her attorney, which specifies the date of its issuance. If a representative of a corporate shareholder attends the AGM, such representative shall produce his/her identification document and the notarized copy of the resolution passed by the board of directors or other authority or other notarized copy of any authorization documents issued by such corporate shareholder. (7) The AGM is expected to last for half a day. Shareholders who attend the AGM (in person or by proxy) shall bear their own travelling, accommodation and other expenses. (8) The contact of the Company: Address: Inner Mongolia Energy Engineering Co., Ltd. Meeting Room, 11th Floor, Harbour Building, Ordos East Street, Saihan District, Hohhot, Inner Mongolia Autonomous Region, PRC Postal Code: Telephone: Contact Person: Yang Feng Facsimile: (9) All times refer to Hong Kong local time, except as otherwise stated. AGM-3