Puxing Energy : PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

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DEFINITIONS

In this circular (other than in the notice of AGM), unless the context otherwise requires, the following expressions shall have the following meanings:

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DEFINITIONS

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DEFINITIONS

References to time and dates in this circular are to Hong Kong time and dates.

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LETTER FROM THE BOARD

PUXING普 星ENERGY能 量 有 限LIMITED公 司

(Incorporated in Cayman Islands with limited liability)

(Stock Code: 90)

PROPOSED GRANTING OF GENERAL MANDATES

TO ISSUE NEW SHARES AND REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with the notice of AGM and information regarding the resolutions to be proposed at the AGM relating to, among other things, (i) the granting of the Issue Mandate to the Board; (ii) the granting of the Repurchase Mandate to the Board; (iii) the granting of the Extension Mandate to the Board; and (iv) the re-election of retiring Directors.

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LETTER FROM THE BOARD

ISSUE MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE

At the annual general meeting of the Company held on 4 June 2020, ordinary resolutions were passed for the granting of general mandates to the Directors (i) to allot, issue and deal with up to 91,720,000 new Shares, representing 20% of the aggregate number of Shares in issue as at 4 June 2020; (ii) to repurchase Shares up to a maximum of 10% of the aggregate number of Shares in issue as at 4 June 2020; and (iii) to extend the general mandate to issue, allot and deal with the Shares in the share capital of the Company by adding the aggregate number of Shares repurchased.

The above general mandates will lapse at the conclusion of the forthcoming AGM. In order to provide continual flexibility to the Directors, the following resolutions (among other matters) will be proposed at the AGM:

1. to grant the Issue Mandate to the Directors, i.e., to exercise all the powers of the Company to allot, issue and otherwise deal with additional Shares up to a maximum of 20% of the aggregate number of Shares in issue on the date of passing of such resolution;
2. to grant the Repurchase Mandate to the Directors, i.e., to exercise all the powers of the Company to repurchase Shares up to a maximum of 10% of the aggregate number of Shares in issue on the date of passing of such resolution; and
3. to grant the Extension Mandate to the Directors, i.e., to extend the aggregate number of Shares to be issued, allotted and dealt with under the Issue Mandate by adding the aggregate number of Shares repurchased under the Repurchase Mandate.

As at the Latest Practicable Date, the Company had an aggregate of 458,600,000 Shares in issue. Subject to the passing of the proposed resolution for the grant of the Issue Mandate and on the basis that no Shares are allotted and issued or repurchased by the Company prior to the AGM, the Company would be allowed under the Issue Mandate (if approved by the Shareholders at the AGM) to issue up to a maximum of 91,720,000 new Shares.

Further, subject to the passing of the proposed resolution for the grant of the Repurchase Mandate and on the basis that no Shares are allotted and issued or repurchased by the Company prior to the AGM, the Company would allow under the Repurchase Mandate (if approved by the Shareholders at the AGM) to repurchase up to a maximum of 45,860,000 Shares.

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LETTER FROM THE BOARD

Each of the Issue Mandate and Repurchase Mandate, if approved, will continue in force until the earliest of: (i) the conclusion of the next annual general meeting of the Company following the AGM; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any other applicable laws of the Cayman Islands to be held; or (iii) the revocation and variation of the authority given under such resolution by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company following the AGM.

Under the Listing Rules, the Company is required to give the Shareholders all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolution for the grant of the Repurchase Mandate to the Directors. The explanatory statement required by the Listing Rules is set out in Appendix I to this circular.

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to article 84(1) of the Articles of Association and to comply with the code provision A.4.2 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules, at each annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not a multiple of three (3), 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 by rotation at least once every three years. Pursuant to article 84(2) of the Articles of Association, a retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the AGM at which he retires.

Accordingly, the Directors, namely, Mr. Wei Junyong and Mr. Tse Chi Man will retire as Directors by rotation at the AGM and being eligible, offer themselves for re-election at the AGM.

As disclosed in the announcement of the Company dated 28 April 2021, Mr. Xu Anliang was appointed as the Chairman and executive Director with effect from 28 April 2021.

Pursuant to article 83(3) of the Articles of Association and to comply with the code provision A.4.2 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules, any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of Shareholders after his appointment and be subject to re-election at such meeting. Accordingly, Mr. Xu Anliang will retire at the AGM and being eligible, offer himself for re-election at the AGM.

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LETTER FROM THE BOARD

On 30 March 2021 and 28 April 2021, the Nomination Committee, having reviewed the Board's composition, nominated Mr. Wei Junyong, Mr. Tse Chi Man and Mr. Xu Anliang (subject to the Board's subsequent approval in respect of the appointment of Mr. Xu Anliang) to the Board for it to recommend to Shareholders for re-election at the AGM. The nominations were made after taken into account the respective contribution of the retiring Directors to the Board (in the case of each of Mr. Wei Junyong and Mr. Tse Chi Man) and considering the skills, experience, professional knowledge, personal integrity and time commitments of the retiring Directors, with due regard for the benefits of Board diversity.

On 30 March 2021 and 28 April 2021, the Board accepted the Nomination Committee's nominations and recommended Mr. Wei Junyong, Mr. Tse Chi Man and Mr. Xu Anliang to stand for re-election by Shareholders at the AGM. The Board considers that the re-election of Mr. Wei Junyong, Mr. Tse Chi Man and Mr. Xu Anliang as Directors is in the best interest of the Company and its Shareholders as a whole. Mr. Wei Junyong and Mr. Tse Chi Man abstained from the discussion and voting at the Board meetings (at which Mr. Xu Anliang was not entitled to vote) regarding their respective nominations.

Biographical details of the aforementioned retiring Directors who are proposed to be reelected at the AGM are set out in Appendix II to this circular. The re-election of these retiring Directors will be individually voted on by Shareholders.

AGM AND PROXY ARRANGEMENT

A notice convening the AGM to be held at Kowloon Room I, Mezzanine Floor, Kowloon Shangri-La, 64 Mody Road, Kowloon, Hong Kong, on Friday, 4 June 2021 at 10:30 a.m. is set out on pages 19 to 24 of this circular. At the AGM, in addition to the ordinary businesses of the meeting, resolutions will be proposed for approval on the proposed Issue Mandate, Repurchase Mandate and Extension Mandate as special businesses.

A form of proxy for use by the Shareholders at the AGM is enclosed with this circular. Whether or not you are able to attend and vote at the AGM in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company's share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than forty-eight (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 the Shareholders from attending and voting in person at the AGM or any adjourned meeting should you so wish.

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LETTER FROM THE BOARD

VOTING BY POLL

Pursuant to rule 13.39(4) of the Listing Rules, all votes of the Shareholders to be taken at the AGM shall be taken by poll. Therefore, the chairman of the AGM will demand a poll for all the resolutions to be put forward at the AGM pursuant to article 66 of the Articles of Association. The Company will appoint scrutineers to handle vote-taking procedures at the AGM. The results of the poll will be published on the Stock Exchange's website (www.hkexnews.hk) and the Company's website (www.puxing-energy.com) as soon as possible after the AGM in accordance with rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Board is pleased to recommend all of the retiring Directors to stand for re-election by Shareholders as Directors. The Directors also consider that the proposed resolutions set out in the notice of AGM, including the granting of Issue Mandate, Repurchase Mandate and Extension Mandate are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders to vote in favour of the ordinary resolutions to be proposed at the AGM as set out in the notice of AGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully,

By Order of the Board

Puxing Energy Limited

XU Anliang

Chairman

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This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to the Shareholders for their consideration in connection with the Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the authorised share capital of the Company was HK$100,000,000 divided into 1,000,000,000 Shares, among which an aggregate of 458,600,000 Shares were issued and fully paid-up.

Subject to the passing of the relevant ordinary resolution at the AGM approving the Repurchase Mandate and on the basis that no further Shares will be allotted and issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase up to a maximum of 45,860,000 Shares until the earliest of: (i) the conclusion of the next annual general meeting of the Company following the AGM; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any other applicable laws of the Cayman Islands to be held; or (iii) the revocation and variation of the authority given under such resolution by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company following the AGM.

REASONS FOR REPURCHASES

The Directors believe that the proposed grant of the Repurchase Mandate is in the interests of the Company and its Shareholders as a whole. The Repurchase Mandate will give the Company the flexibility to repurchase Shares as and when appropriate. Such repurchases 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 earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and its Shareholders as a whole.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase Shares in circumstances where they consider that the repurchase would be in the best interest of the Company and its Shareholders as a whole.

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FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such repurchase in accordance with the Memorandum of Association, the Articles of Association, the Listing Rules, the laws of the Cayman Islands and other applicable laws. Repurchases pursuant to the Repurchase Mandate will be made out of funds of the Company legally permitted to be utilised in this connection, including the funds of the Company otherwise available for dividend or distribution or the proceeds of a fresh issue of Shares made for such purpose.

IMPACT ON WORKING CAPITAL OR GEARING POSITION

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published audited financial statements contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

DISCLOSURE OF INTERESTS

As at the Latest Practicable Date, to the best knowledge of the Directors having made all reasonable enquiries, none of the Directors nor, any of their close associates have a present intention to sell Shares to the Company if the Repurchase Mandate is approved by the Shareholders.

No core connected persons of the Company have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Company is authorised to make repurchases of Shares.

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 power of the Company to make repurchases of Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Memorandum of Association, the Articles of Association and the applicable laws of the Cayman Islands.

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EFFECT OF THE TAKEOVERS CODE

If as a result of a repurchase of Shares by the Company, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (with the meaning of the Takeovers Code), depending on the level of increase of the Shareholders' shareholding, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. A waiver of this provision would not normally be given except in extraordinary circumstances.

As at the Latest Practicable Date, according to the registers required to be kept by the Company under section 336 of the SFO, and to the best knowledge and belief of the Directors, the following Shareholders were directly or indirectly, interested in 5% or more of the Company's issued share capital:

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Notes:

1. These Shares are held by Puxing International, which is owned as to 100% by Shanghai Puxing, which
   is owned as to 57.14% by China Wanxiang which in turn is, inter alia, 70.95% owned by Mr. Lu, 0.72% owned by Mr. Xu and 20% by Shanghai Guandingze Co., Ltd.*（上海冠鼎澤有限公司）("Shanghai Guandingze"), a company owned as to 70% by Mr. Lu. The remaining 42.86% of Shanghai Puxing is
   owned by Minsheng Life Insurance, which is owned as to 37.32% by China Wanxiang and 6.52% by Shanghai Guandingze. Therefore, Shanghai Puxing, China Wanxiang, Minsheng Life Insurance and Mr. Lu are deemed to be interested in the Shares held by Puxing International.
2. Ms. Li Li is the spouse of Mr. Lu and is therefore deemed to be interested in the said Shares in which Mr. Lu is deemed to be interested.
3. These Shares are held by BC Fund SPC. BC Fund SPC is owned as to 100% by BC Asset Management Limited, which in turn is owned as to 100% by BC Capital Group Limited. BC Capital Group Limited is owned as to 68% by Fullsun International Capital Limited.

In the event that the Repurchase Mandate is exercised in full and assuming that there is no change in the number of Shares held by Puxing International and there is no other change to the issued share capital of the Company, the shareholding of Puxing International in the Company will be increased to approximately 72.68% of the reduced issued share capital of the Company immediately after the exercise in full of the Repurchase Mandate. The Directors are not aware of any consequences which may arise under the Takeovers Code as a consequence of any repurchases made under the Repurchase Mandate. In addition, in exercising the Repurchase Mandate (whether in full or otherwise), the Directors will ensure that the Company shall comply with the requirements of the Listing Rules, including the minimum percentage of Shares being held in public hands.

SHARE REPURCHASES MADE BY THE COMPANY

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

• For identification purpose only

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SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date were as follows:

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Pursuant to the Listing Rules, stated below are the biographical details of the Directors who will retire and be eligible offer themselves for re-election at the AGM:

EXECUTIVE DIRECTORS

Mr. WEI Junyong

Mr. WEI Junyong ("Mr. Wei"), aged 52, was appointed as a non-executive Director in September 2015 and became the chairman of the Board in June 2016. He was then appointed as an authorised representative of the Company in March 2017, redesignated as an executive Director in June 2017, and ceased to be the chairman of the Board on 28 April 2021. Mr. Wei is also the directors of certain subsidiaries of the Company, namely Puxing Tian (HK) Limited, Puxing Neng (HK) Limited, Puxing Xing (HK) Limited and Puxing Ji (HK) Limited, and the chairman and director of Quzhou Puxing Gas Turbine Thermal Power Co., Ltd.

Mr. Wei graduated from Harbin Engineering University in 1991 with a bachelor's degree in engineering, majoring in electronic engineering, and from China Europe International Business School in 2008 with a master's degree in management, majoring in business administration. Mr. Wei has over 20 years of experience in corporate operations management and has held various key management positions in Ping An Insurance (Group) Company of China, Ltd. and its subsidiaries. Since 2009, Mr. Wei had acted as a director, the president, an executive committee member, the financial officer and the chief financial officer of Minsheng Life Insurance. Mr. Wei is currently a director and the president of Shanghai Puxing and a non-executive director of Wanxiang Qianchao Co., Ltd., a company listed on the Shenzhen Stock Exchange and is ultimately controlled by Mr. Lu.

Save as disclosed above, Mr. Wei is not related to any Directors, senior management or substantial or controlling Shareholders, and has not held any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, and is not holding any position with the Company or any other members of the Group.

As at the Latest Practicable Date, Mr. Wei does not have any interest in Shares and/or underlying Shares of the Company or its associated corporations (within the meaning of Part XV of the SFO).

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Mr. Wei has entered into a service agreement with the Company. According to the service agreement, he is not appointed for any specific length or proposed length of service and his term of service shall continue unless and until terminated by either party by giving to the other not less than one month's prior notice in writing. The directorship of Mr. Wei is subject to retirement by rotation and re-election pursuant to the Articles of Association. Mr. Wei, if re-elected, will be appointed as an executive Director with effect from the conclusion of the AGM for a term of not more than three (3) years expiring at the conclusion of the Company's annual general meeting to be held in 2024, subject to earlier termination in accordance with the Articles of Association and/or applicable laws and regulations. According to the service agreement, Mr. Wei is not entitled to any director's fee in his capacity as the executive Director. Mr Wei's emolument is subject to review by the Remuneration Committee and the Board from time to time, and he is entitled to such remuneration and other benefits and allowances in his capacity as the executive Director as may be approved by the Board in accordance with the Articles of Association by reference to his experience, duties and responsibilities, the prevailing market conditions of the industry and the Group's remuneration policy, operating performance and profitability.

Save as disclosed above, in relation to the re-election of Mr. Wei as an executive Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

Mr. XU Anliang

Mr. XU Anliang ("Mr. Xu"), aged 57, graduated from Jiangxi University of Finance and Economics in 1984 with a bachelor's degree in economics, majoring in trade economics. He also graduated from the Central China Normal University in 1999 with a master's degree in economics, majoring in regional economics. He also graduated from the Nankai University in 2006 with a doctor's degree in economics, majoring in political economics. Mr. Xu is a non-practicing member of the Chinese Institute of Certified Public Accountants and a qualified fund practitioner of the Asset Management Association of China.

Mr. Xu has over 30 years of experience working in government institutions. From July 1987 to August 1994, he served as a principal staff member of the Special Commissioner's Office of the National Audit Office in Guangzhou. From August 1994 to July 2016, he held various positions successively in the departments of Shenzhen Municipal People's Government. He then

worked as the chairman of the board of director and the president of China Insurance Investment Co., Ltd.*（中保投資有限責任公司）from August 2016 to January 2019 before joining Wanxiang Group Corporation*（萬向集團公司）("Wanxiang Group") (a company controlled by Mr. Lu Weiding, being the ultimate controlling Shareholder) in June 2019.

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Mr. Xu currently holds various positions in Wanxiang Group and its subsidiaries, namely the

senior executive vice president of the Wanxiang Group, the chief dean of the Wanxiang Research Institute*（萬向研究院）, the chairman of the board of directors of Wanxiang Venture Capital Co., Ltd.*（萬向創業投資股份有限公司）, the chairman of the board of directors of Wanxiang Finance Co., Ltd.*（萬向財務有限公司）, the chairman of the board of directors of Shangwan Clean Intelligent Vehicle Co., Ltd.*（上萬清源智動車有限公司）, the executive director of KARMA Automotive LLC, the executive director of Karma (China) Clean Intelligent Vehicle Co., Ltd.*（凱 萊（中國）潔能智動車有限公司）, the chairman of the board of supervisors of Wanxiang A123 Systems Corporation*（萬向一二三股份公司）, and the supervisor of Dading Petroleum Logistics Oil Storage Co., Ltd.*（大鼎油儲有限公司）.

Mr. Xu also acts as the director of China Wanxiang Holding Co., Ltd.*（中國萬向控股 有限公司）("China Wanxiang") and the chairman of the board of supervisors of Shanghai Pu- Xing Energy Limited*（普星聚能有限公司）. Both companies are the controlling Shareholders (as defined under the Listing Rules).

Save as disclosed above, Mr. Xu is not related to any Directors, senior management or substantial or controlling Shareholders, and has not held any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, and is not holding any position with the Company or any other members of the Group.

As at the Latest Practicable Date, Mr. Xu owns approximately 0.72% equity interest in China Wanxiang. Save as disclosed, Mr. Xu does not have any interest in Shares and/or underlying Shares of the Company and its associated corporations (within the meaning of Part XV of the SFO).

Mr. Xu has entered into a service agreement with the Company. According to the service agreement, he is appointed for an initial term of three years commencing from 28 April 2021 and his term of service shall continue unless and until terminated by either party by giving to the other not less than one month's prior notice in writing. The directorship of Mr. Xu is subject the retirement by rotation and re-election pursuant to the Articles of Association. Mr. Xu, if re- elected, will be appointed as an executive Director with effect from the conclusion of the AGM for a term of not more than three (3) years expiring at the conclusion of the Company's annual general meeting to be held in 2024, subject to earlier termination in accordance with the Articles of Association and/or applicable laws and regulations. Mr. Xu is not entitled to any director's fee in his capacity as the chairman of the Board and executive Director. Mr. Xu's emolument is subject to review by the Remuneration Committee and the Board from time to time, and he is entitled to such remuneration and other benefits and allowances in his capacity as the chairman of the Board and executive Director as may be approved by the Board in accordance with the Articles of Association by reference to his experience, duties and responsibilities, the prevailing market conditions of the industry and the Group's remuneration policy, operating performance and profitability.

Save as disclosed above, in relation to the re-election of Mr. Xu as an executive Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which need to be brought to the attention of the Shareholders.

• For identification purpose only

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Mr. TSE Chi Man

Mr. TSE Chi Man ("Mr. Tse"), aged 67, was appointed as an independent non-executive Director in May 2009. Mr. Tse holds a bachelor's degree and a master's degree in business administration from the University of Texas, Arlington. Mr. Tse has over 20 years of experience in finance and business development management. Prior to joining the Group, Mr. Tse held various positions in a number of organisations, including as a director of Chase Manhattan Asia Limited, a mergers and acquisitions director of Inchcape Pacific Limited, an executive director of Lerado Group (Holding) Company Limited and a managing director of Dresdner Kleinwort Benson (China) Limited. Mr. Tse worked at Imagi International Holdings Limited, a company listed on the Stock Exchange, from 1999 to 2008 and was appointed as a director in 2004, and as the chief financial officer in 2007 who was responsible for overseeing the company's accounting and finance, administration and human resources functions. Mr. Tse was also a member of the Design Institute Advisory Board of Vocational Training Council.

Save as disclosed above, Mr. Tse is not related to any Directors, senior management or substantial or controlling Shareholders, and has not held any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, and is not holding any position with the Company or any other members of the Group.

As at the Latest Practicable Date, Mr. Tse does not have any interest in Shares and/or underlying Shares of the Company or its associated corporations (within the meaning of Part XV of the SFO).

Mr. Tse was first appointed to the Board in May 2009 and will, therefore, have served for more than nine years at the forthcoming AGM. Mr. Tse has met the independence guidelines set out in rule 3.13 of the Listing Rules and has submitted to the Stock Exchange a written confirmation concerning his independence to the Company. Mr. Tse has also given to the Company an annual confirmation of his independence. In assessing the independence of Mr. Tse, the Board and the Nomination Committee considered his character, integrity and judgement as demonstrated by his commitment and contribution to the Board during his years of service and his willingness to continuously exercise his independent judgement and to provide the Company with his objective views. The Board and the Nomination Committee are of the view that there is no indication or evidence that the length of his services has any adverse impact on his independence and the Company has benefited greatly from his contribution and valuable insights derived from his in- depth knowledge of the Company. The Board, therefore, considered him to be independent and believes that he should be re-elected, in particular, because of his experience and contribution to the Board.

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Mr. Tse has entered into a service agreement with the Company. Mr. Tse, if re-elected, will be appointed as an independent non-executive Director for a term of three years with effective from the conclusion of the AGM expiring at the conclusion of the third annual general meeting thereafter, subject to the earlier termination in accordance with the Articles of Association, Listing Rules or applicable laws and regulations. Either party may also terminate the service agreement by giving the other not less than one month's prior notice in writing. According to the service agreement, Mr. Tse is entitled to an annual remuneration of HK$200,000 in his capacity as an independent non-executive Director, the chairman of the audit committee of the Company and a member of the Remuneration Committee which is determined by reference to his experience, duties and responsibilities, the prevailing market conditions of the industry and the Group's remuneration policy, operating performance and profitability.

Save as disclosed above, in relation to the re-election of Mr. Tse as an independent non-executive Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under rule 13.51(2)

1. to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

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NOTICE OF AGM

PUXING普 星ENERGY能 量 有 限LIMITED公 司

(Incorporated in Cayman Islands with limited liability)

(Stock Code: 90)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of Puxing Energy Limited (the "Company") will be held at Kowloon Room I, Mezzanine Floor, Kowloon Shangri-La, 64 Mody Road, Kowloon, Hong Kong, on Friday, 4 June 2021 at 10:30 a.m. (or an adjournment thereof) to consider and, if thought fit, pass with or without modification the following resolutions as ordinary resolutions:

ORDINARY BUSINESSES

1. To consider and adopt the audited consolidated financial statements for the year ended 31 December 2020 together with the reports of the directors (the "Directors") and the independent auditor (the "Auditor") of the Company thereon.
2. To declare a final dividend of HK$0.10 per share for the year ended 31 December 2020.
3. (a) To re-elect the following retiring Directors:
4. 1. 1. To re-elect Mr. Wei Junyong as an executive Director;
      2. To re-elect Mr. Xu Anliang as an executive Director; and
      3. To re-elect Mr. Tse Chi Man as an independent non-executive Director.
   2. To authorise the Company's board of Directors (the "Board") to fix their remuneration.
5. To re-appoint KPMG as the Auditor and to authorise the Board to fix their remuneration.

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NOTICE OF AGM

SPECIAL BUSINESSES

As special businesses, to consider and, if thought fit, to pass with or without modifications the following resolutions as ordinary resolutions:

5. "THAT:

1. subject to paragraph (c) of this resolution, pursuant to the Rules Governing the Listing Securities (the "Listing Rules") of The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with ordinary shares of HK$0.10 each in the capital of the Company (the "Shares") or to make and/or grant offers, agreements and options (including warrants, bonds, notes and debentures convertible into Shares) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) of this resolution shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make and/or grant offers, agreements and options (including warrants, bonds, notes and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;
3. the aggregate number of the Shares allotted, issued or dealt with, or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval given under paragraph (a) of this resolution, otherwise than pursuant to:
4. 1. a Rights Issue (as hereinafter defined);
   2. the exercise of the subscription or conversion rights attaching to any warrants, bonds, notes or any other securities issued by the Company which are convertible into Shares;
   3. the exercise of options granted by the Company under any share option scheme or similar arrangement for the time being adopted for the grant or issue to the Directors, officers and/or employees of the Company and/ or any of its subsidiaries and/or other eligible person (if any) of Shares or rights to acquire Shares; or

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NOTICE OF AGM

1. any scrip dividend or similar arrangements providing for the allotment of Shares in lieu of the whole or part of a dividend on the Shares in accordance with the articles of association of the Company (the "Articles of Association");

shall not exceed 20 per cent of the aggregate number of Shares in issue at the date of the passing of this resolution, and the said approval shall be limited accordingly;

1. subject to the passing of each of the paragraphs (a), (b) and (c) of this resolution, any prior approvals of the kind referred to in paragraphs (a), (b) and
2. 1. of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
3. for the purpose of this resolution:
4. 1. 
      "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
   2. the conclusion of the next annual general meeting of the Company;

1. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of the Cayman Islands to be held; or
2. the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company (the "Shareholders") in a general meeting;

and

"Rights Issue" means an offer of Shares open for a period fixed by the Directors to holders of Shares or any class thereof on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares or class thereof (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, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong)."

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NOTICE OF AGM

6. "THAT:

1. subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) of this resolution) of all the powers of the Company to repurchase issued Shares on the Stock Exchange or on any other stock exchange on which the securities of the Company may be listed and recognised for this purpose by the Securities and Futures Commission and the Stock Exchange, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or any other stock exchange (as amended from time to time), be and is hereby generally and unconditionally approved;
2. the aggregate number of Shares which the Company is authorised to repurchase pursuant to the approval in paragraph (a) of this resolution shall not exceed 10 per cent of the aggregate number of Shares in issue as at the date of passing of this resolution;
3. subject to the passing of each of the paragraphs (a) and (b) of this resolution, any prior approvals of the kind referred to in paragraphs (a) and (b) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
4. for the purpose of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
5. 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 Articles of Association or any applicable laws of the Cayman Islands to be held; or
   3. the revocation or variation of the authority given under this resolution by ordinary resolution of the Shareholders in a general meeting."

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NOTICE OF AGM

7. "THAT conditional upon the passing of resolutions no. 5 and no. 6 set out in the notice convening the AGM, the aggregate number of Shares which are repurchased by the Company under the authority granted to the Directors as mentioned in the said resolution no. 6 shall be added to the aggregate number of Shares that may be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by the Directors pursuant to the approval in the said resolution no. 5."

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NOTICE OF AGM

Notes:

1. Any Shareholder entitled to attend and vote at the AGM shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a Shareholder.
2. The form of proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.
3. Delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the AGM and in such event, the form of proxy shall be deemed to be revoked.
4. Where there are joint Shareholders, any one of such joint Shareholders may vote, either in person or by proxy, in respect of such Shares as if he were solely entitled thereto, but if more than one of such joint Shareholders be present at the above meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint Shareholders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
5. The form of proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company's share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than forty-eight (48) hours before the time appointed for the holding of the AGM or any adjournment thereof.
6. The register of members of the Company will be closed from Tuesday, 1 June 2021 to Friday, 4 June 2021 (both days inclusive), for the purpose of determining Shareholders' entitlement to attend and vote at the AGM, during which period no transfer of Shares will be registered. In order to eligible to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Monday, 31 May 2021.
7. If a Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal is in force within a period of two (2) hours before the commencement of the AGM, the AGM will be postponed or adjourned. The Company will post an announcement on the Company's website (www.puxing-energy.com) and the Stock Exchange's website (www.hkexnews.hk) to notify Shareholders about the date, time and place of the rescheduled meeting. The AGM 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 AGM under bad weather condition bearing in mind their own situations.
8. In order to prevent and control the spread of the COVID-19, the Company has adopted certain precautionary measures for the AGM, for details please refer to the precautionary measures for the AGM set out in the circular of the Company dated 5 May 2021. The Board strongly encourages the Shareholders not to physically attend the AGM, and the Board respectfully requests that, for the same reason, the Shareholders to appoint the chairman of the AGM as their proxy rather than a third party to attend and vote on their behalf at the AGM (or any adjournment thereof). Shareholders are reminded that no corporate gifts or refreshment will be distributed at the AGM.
9. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

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