China Energy Engineering Corporation Limited (SEHK:3996) agreed to acquire remaining 57.16% stake of China Gezhouba Group Company Limited (SHSE:600068) on October 15, 2020. China Energy Engineering Corporation Limited signed a merger agreement to acquire remaining 57.16% stake of China Gezhouba Group Company Limited for CNY 22.8 billion on October 27, 2020. China Energy Engineering will acquire 2.6 billion shares of China Gezhouba by an issuance of 11.67 billon A shares, at an issue price of CNY 1.96 pr share representing an exchange ratio of 4.4242 A shares for each share of China Gezhouba. As a result of the transaction, China Energy Engineering will hold 100% stake in China Gezhouba. Upon completion of the Merger, China Gezhouba shall cease to be listing on the SSE and absorbed into China Energy. After completion of transaction, China Energy Engineering Corporation Limited will achieve listing of both A and H shares. The China Energy will apply for listing and trading of A shares issued by it in connection with the merger on the main board of the SSE. The original domestic shares of the China Energy shall be converted into A shares and application will be made for listing and trading of such shares on main board of the SSE. The price for cash alternative of Dissenting shareholders of Gezhouba Group is the closing price of shares on the trading day before the Pricing Base Date, i.e CNY 6.09 per share.

The transaction is subject to approval of shareholders and board of China Energy and China Gezhouba, approval of state-owned assets supervision and management authorities, matters related to the Merger have been approved by China Securities Regulatory Commission, subject to approval by the SSE for the listing of A shares to be issued as consideration by the China Energy, approval of Antimonopoly Bureau of the State Administration for Market Regulation. On February 8, 2021, China Energy Engineering Corporation Limited announced that it recently received the Approval on Matters Related to the Absorption and Merger of China Gezhouba Group Stock Company Limited ) issued by the State-owned Assets Supervision and Administration Commission of the State Council. As of April 8, 2021, China Energy Construction Group Co., Ltd. will be the provider of the purchase request for dissident shareholders of China Energy Construction Co., Ltd and the cash option of China Gezhouba Group Company Limited´s dissenting shareholders in this transaction. On July 26, 2021, China Gezhouba Group Company Limited received “Decision on No Implementation of Further Review on Business Concentration Anti-monopoly” issued by the State Administration for Market Regulation, on the transaction. As of August 11, 2021, China Securities Regulatory Commission has not yet approved the deal. As of August 25, 2021, China Securities Regulatory Commission approved the transaction. Tan Xiao, Zhang Xuekong of China International Capital Corporation Limited (SEHK:3908). On September 9, 2021, the Shanghai Stock Exchange issued the Decision on Share Delisting of China Gezhouba Group Stock Company Limited on September 13, 2021. Upon the delisting of the China Gezhouba Group Stock Company Limited shares, theChina Gezhouba Group Stock Company Limited shares held by all shareholders of China Gezhouba Group Stock Company Limited (except CGGC Group) whose names appear on the register of members after the close of business of the equity conversion registration date will be converted into A shares of China Energy Engineering Corporation Limited in the ratio of 1:4.4337, that is, each China Gezhouba Group Stock Company Limited share held by the China Gezhouba Group Stock Company Limited Conversion Shareholders can be exchanged for 4.4337 A shares to be issued by China Energy Engineering Corporation Limited.

Zuo Di, Luo Yiping, Huang Tao of Huatai United Securities Co., Ltd. acted as financial advisors, Lv Dandan, Qi Man of Jiayuan Law acted as legal advisors and Wu Xuchu, Guo Chengzhuan of KPMG Huazhen acted as accountants to China Energy Engineering Corporation Limited. Wang Wei, Chen Wei, Li Mingshi, Ma Yuanmeng of Commerce & Finance Law Offices acted as legal advisors to China Energy Engineering Corporation's financial advisors. Tang Xiaojing, Hu Pujuan of CITIC Securities Company Limited (SHSE:600030) acted as financial advisors, Wang Zhongbin, Gong Cheng of Hubei Shouyi Law Firm acted as legal advisors and Wang Kedong, Kang Lili of Zhongxinghua Certified Public Accountants LLP acted as accountants to China Gezhouba Group Company Limited.