CHINA ENERGY LIMITED 
By
NOTICE IS HEREBY GIVEN that the Annual General Meeting of
CHINA ENERGY LIMITED (the "Company") will be held at M Hotel
Singapore, Anson III, Level 2, 81
Anson Road, Singapore 079908 on 30 April 2012 at 2 p.m. for
the following purposes:-
1. To receive and adopt the Directors' Report and the Audited
Financial Statements of the Company and of the Group for the
financial year ended 31 December 2011 together with the
Auditors' Report thereon. (Resolution 1)
2. To re-elect the following Directors of the Company
retiring pursuant to Article 107 of the Articles of
Association of the Company:-
Mr Cui Lianguo (Resolution 2)
Mr Leong Horn Kee (Resolution 3)
[See Explanatory Note (i)]
3. To approve the payment of Directors' fees of S$240,000/-
for the financial year ended 31 December 2011 (2010:
S$240,000/-). (Resolution 4)
[See Explanatory Note (ii)]
4. To re-appoint Messrs Moore Stephens LLP as the Auditors of
the Company and to authorise the Directors of the Company to
fix their remuneration. (Resolution 5)
5. To transact any other ordinary business which may properly
be transacted at an Annual General Meeting.
To consider and if thought fit, to pass the following
resolutions as Ordinary Resolutions, with or without any
modifications:-
6. Authority to issue shares in the capital of the Company
pursuant to Section 161 of the Companies Act, Cap. 50 and
Rule 806 of the Listing Manual of the
That pursuant to Section 161 of the Companies Act, Cap. 50
and Rule 806 of the Listing Manual of the Singapore Exchange
Securities Trading Limited ("SGX-ST"), the Directors of the
Company be authorised and empowered to:
(a) (i) issue shares in the Company ("Shares") whether by way
of rights or otherwise; and/or
(ii) make or grant offers, agreements or options
(collectively, "Instruments") that might or would require
shares to be issued, including but not limited to the
creation and issue of (as well as adjustments to) options,
warrants, debentures or other instruments convertible into
shares,
at any time and upon such terms and conditions and for such
purposes and to such persons as the Directors of the Company
may in their absolute discretion deem
fit; and
(b) (notwithstanding the authority conferred by this
Resolution may have ceased to be in force) issue shares in
pursuance of any Instrument made or granted by the Directors
of the Company while this Resolution was in force,
(the "Share Issue Mandate")
provided that:
(1) the aggregate number of shares (including shares to be
issued in pursuance of the Instruments, made or granted
pursuant to this Resolution) and Instruments to be issued
pursuant to this Resolution shall not exceed 50% of the total
number of issued shares (excluding treasury shares) in the
capital of the Company (as calculated in accordance with
sub-paragraph (2) below), of which the aggregate number of
shares and Instruments to be issued other than on a pro rata
basis to existing members of the Company shall not exceed 20%
of the total number of issued shares (excluding treasury
shares) in the capital of the Company (as calculated in
accordance with sub-paragraph (2) below);
(2) (subject to such calculation as may be prescribed by the
SGX-ST) for the purpose of determining the aggregate number
of shares and Instruments that may be issued under
sub-paragraph (1) above, the percentage of issued shares and
Instruments shall be based on the total number of issued
shares (excluding treasury shares) in the capital of the
Company at the time of the passing of this Resolution, after
adjusting for:
(a) new shares arising from the conversion or exercise of the
Instruments or any convertible securities;
(b) new shares arising from exercising share options or
vesting of share awards outstanding and subsisting at the
time of the passing of this Resolution; and
(c) any subsequent consolidation or subdivision of
shares;
(3) in exercising the Share Issue Mandate conferred by this
Resolution, the Company shall comply with the provisions of
the Listing Manual of the SGX-ST for the time being in force
(unless such compliance has been waived by the SGX-ST) and
the Articles of Association of the Company; and
(4) unless revoked or varied by the Company in a general
meeting, the Share Issue Mandate shall continue in force (i)
until the conclusion of the next Annual General Meeting of
the Company or the date by which the next Annual General
Meeting of the Company is required by law to be held,
whichever is earlier or (ii) in the case of shares to be
issued in pursuance of the Instruments, made or granted
pursuant to this Resolution, until the issuance of such
shares in accordance with the terms of the Instruments.
(Resolution 6)
[See Explanatory Note (iii)]
7. Authority to issue shares under the China Energy Employee
Share Option Scheme
That pursuant to Section 161 of the Companies Act, Cap. 50,
the Directors of the Company be authorised and empowered to
offer and grant share options under the China Energy Employee
Share Option Scheme (the "Scheme") and to allot and issue
from time to time such number of shares in the capital of the
Company as may be required to be issued pursuant to the
exercise of share options granted by the Company under the
Scheme, whether granted during the subsistence of this
authority or otherwise, provided always that the aggregate
number of additional ordinary shares to be issued pursuant to
the Scheme shall not exceed 15% of the total number of issued
shares (excluding treasury shares) in the capital of the
Company from time to time and that such authority shall,
unless revoked or varied by the Company in a general meeting,
continue in force until the conclusion of the next Annual
General Meeting of the Company or the date by which the next
Annual General Meeting of the Company is required by law to
be held, whichever is earlier. (Resolution 7)
[See Explanatory Note (iv)]
8. Renewal of Shareholders' Mandate for Interested Person
Transactions
That for the purposes of Chapter 9 of the Listing Manual of
the SGX-ST:
(a) approval be and is hereby given for the renewal of
mandate for the Company, its subsidiaries and associated
companies that are entities at risk (as that term is used in
Chapter 9), or any of them, to enter into any of the
transactions falling within the types of Interested Person
Transactions as set out in the Appendix to the Company's
Annual Report to shareholders dated 13 April 2012 (the
"Appendix") with any party who is of the class of Interested
Persons described in the Appendix, provided that such
transactions are carried out in the normal course of
business, at arm's length and on commercial terms and in
accordance with the guidelines of the Company for Interested
Person Transactions as set out in the Appendix (the "IPT
Mandate");
(b) the IPT Mandate shall, unless revoked or varied by the
Company in a general meeting, continue in force until the
conclusion of the next Annual General
Meeting of the Company or the date by which the next Annual
General Meeting of the Company is required by law to be held,
whichever is earlier; and
(c) that the Directors of the Company (other than Cui
Lianguo, who is deemed to be interested in the Interested
Person Transactions described in the Appendix) and any of
them be and are hereby authorised to complete and do all such
acts and things (including executing all such documents as
may be required) as they or he may consider expedient or
necessary or in the interests of the Company to give effect
to the transactions contemplated and/or authorised by the IPT
Mandate and/or this Resolution. (Resolution 8)
[See Explanatory Note (v)]
9. Renewal of Share Buyback Mandate
That for the purposes of Sections 76C and 76E of the
Companies Act, Cap. 50, the Directors of the Company be and
are hereby authorised to make purchases or otherwise acquire
issued shares in the capital of the Company from time to time
(whether by way of market purchases or off-market purchases
on an equal access scheme) of up to 10% of the total number
of issued shares (excluding treasury shares) in the capital
of the Company (as ascertained as at the date of Annual
General Meeting of the Company) at the price of up to but not
exceeding the Maximum Price as defined in the Appendix, in
accordance with the terms of the share buyback mandate set
out in the Appendix, and this mandate shall, unless revoked
or varied by the Company in general meeting, continue in
force until the conclusion of the next Annual General Meeting
of the Company or the date by which the next Annual General
Meeting of the Company is required by law to be held,
whichever is earlier. (Resolution 9)
[See Explanatory Note (vi)]
10. The Proposed Grant of Options to Controlling Shareholder
of the Company under the China Energy Employee Share Option
Scheme
That subject to and contingent upon the passing of Resolution
7, the proposed grant of 4 million Options to Mr Cui Lianguo,
an Executive Director and a Controlling Shareholder of the
Company as defined in the Listing Manual of the SGX-ST
pursuant to the terms of the China Energy Employee Share
Option Scheme be and is hereby approved. (Resolution 10)
[See Explanatory Note (vii)] By Order of the Board
Wong Chee Meng Lawrence Company Secretary Singapore, 13 April
2012
(i) Mr Cui Lianguo will, upon re-election as a Director of
the Company, remain as a member of Nominating Committee and
the Executive Chairman of the Board.
Mr Leong Horn Kee will, upon re-election as a Director of the
Company, remain as Chairman of Remuneration Committee and as
a member of the Audit Committee and Nominating Committee. Mr
Leong Horn Kee will be considered independent pursuant to
Rule 704(8) of the Listing Manual of the SGX-ST.
(ii) The directors' fees are payable to Mr Ong Kian Min, Mr
Lai Hock Meng and Mr Leong Horn Kee.
(iii) Resolution 6, if passed, will empower the Directors of
the Company from the date of this Annual General Meeting
until the date of the next Annual General Meeting of the
Company, or the date by which the next Annual General Meeting
of the Company is required by law to be held or such
authority is varied or revoked by the Company in a general
meeting, whichever is the earlier, to issue shares, make or
grant instruments convertible into shares and to issue shares
pursuant to such instruments, up to a number not exceeding,
in total, 50% of the total number of issued shares (excluding
treasury shares) in the capital of the Company, of which up
to 20% may be issued other than on a pro rata basis to
existing members of the Company.
For determining the aggregate number of shares that may be
issued, the percentage of issued shares in the capital of the
Company will be calculated based on the total number of
issued shares (excluding treasury shares) in the capital of
the Company at the time this Resolution is passed after
adjusting for new shares arising from the conversion or
exercise of the Instruments or any convertible securities,
the exercise of share options or the vesting of share awards
outstanding or subsisting at the time when this Resolution is
passed and any subsequent consolidation or subdivision of
shares.
(iv) Resolution 7, if passed, will empower the Directors of
the Company, from the date of this Annual General Meeting
until the next Annual General Meeting of the Company, or the
date by which the next Annual General Meeting of the Company
is required by law to be held or such authority is varied or
revoked by the Company in a general meeting, whichever is the
earlier, to issue shares in the Company pursuant to the
exercise of share options granted or to be granted under the
Scheme up to a number not exceeding in total (for the entire
duration of the Scheme) 15% of the total number of issued
shares (excluding treasury shares) in the capital of the
Company from time to time.
(v) Resolution 8, if passed, will authorise the Interested
Person Transactions as described in the Appendix and
recurring in the year and will empower the Directors (other
than Cui Lianguo) of the Company to do all acts necessary to
give effect to the IPT Mandate. This authority will, unless
revoked or varied by the Company in a general meeting, expire
at the conclusion of the next Annual General Meeting of the
Company or the date by which the next Annual General Meeting
of the Company is required by law to be held, whichever is
the earlier. The full details on IPT Mandate to be renewed
are set out in the Appendix to the Company's Annual
Report.
(vi) Resolution 9, if passed, will empower the Directors of
the Company from the date of this Annual General Meeting
until the next Annual General Meeting of the Company or the
date by which the next Annual General Meeting of the Company
is required by law to be held, whichever is the earlier, to
purchase ordinary shares of the Company by way of market
purchases or off-market purchases of up to 10% of the total
number of issued shares (excluding treasury shares) in the
capital of the Company up to the Maximum Price as defined in
the Appendix to the Company's Annual Report. The rationale
for, the authority and limitation on, the sources of funds to
be used for the purchase or acquisition including the amount
of financing and the financial effects of the purchase or
acquisition of ordinary shares by the Company pursuant to the
Share Buyback Mandate on the audited consolidated financial
statements of the Company and the Group for the financial
year ended 31
December 2011 are set out in greater detail in the Appendix
to the Company's Annual Report.
(vii) The participation of Mr Cui Lianguo under the Scheme
has been approved in principle by members of the Company at
the Extraordinary General Meeting held on 30
April 2010.
Resolution 10, if passed, will empower the Directors of the
Company to grant 4 million Options to Mr Cui Lianguo, who is
an Executive Director and a Controlling
Shareholder of the Company, on any time permitted under the
Scheme.
Under the Scheme, the Options to be granted to Mr Cui Lianguo
may have exercise prices that are, at the Remuneration
Committee's discretion, set at a price:
(a) equal to the average of the last dealt prices for the
shares on the Official List of the SGX-ST for the five
consecutive market days immediately preceding the date of
grant of the Options (the "Market Price"); or
(b) at a discount to the Market Price (subject to a maximum
discount of 20%).
The Options which are fixed at the Market Price may be
exercised after the first anniversary of the date of grant of
Options while Options exercisable at a discount to the Market
Price may only be exercisable after the second anniversary
from the date of grant of the Options. The Options granted
will have a life span of 5 years. The Remuneration Committee
intends to grant 4 million Options to Mr Cui Lianguo at the
Market Price.
Should the grant of 4 million Options to Mr Cui Lianguo be
approved by the Shareholders at the Annual General Meeting,
the proposed date of grant shall not be later than 2 weeks
after announcement of the Company's financial results for the
financial period ended 31 March 2012.
Mr Cui Lianguo assumes the role of Executive Chairman and
Chief Executive Officer of the Company and is responsible for
the operations, strategic planning, business development and
the overall running of the Group. The Directors consider his
experience and contributions to the Group to be
invaluable.
The Company has established a system of remuneration,
including the use of share option, for its senior management
to ensure that they are adequately remunerated while
enhancing their long-term commitment to the Company. The
Directors are of the view that Mr Cui Lianguo should be
equally entitled, with other employees who are not
Controlling Shareholder, to take part in and benefit from
this system of remuneration.
Mr Cui Lianguo will abstain and has undertaken to ensure that
his Associates will abstain from voting on Resolution 10. In
addition, Mr Cui Lianguo and his
Associates will not accept appointments to act as proxies in
relation to Resolution 10 unless specific instructions as to
voting have been given by the Shareholders.
The Directors and Employees of the Group who are Shareholders
who are eligible to participate in the Scheme will also
abstain from voting on Resolution 10 pursuant to Rule 859 of
the Listing Manual of the SGX-ST. In addition, the said
Directors and Employees of the Group who are eligible to
participate in the Scheme shall not accept appointments to
act as proxies in relation to Resolution 10 unless specific
instructions as to voting have been given by the
Shareholders.
1. A member entitled to attend and vote at the Annual General
Meeting is entitled to appoint up to two proxies to attend
and vote in his/her stead. A proxy need not be a member of
the Company.
2. The instrument appointing a proxy or proxies must be
deposited at the Registered Office of the Company at Six
Battery Road, #10-01, Singapore 049909 not less than 48 hours
before the time appointed for holding of the Annual General
Meeting.
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