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China Energy Engineering Corporation Limited*

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China Energy Engineering Corporation Limited* THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in China Energy Engineering Corporation Limited, you should at once hand this circular and the accompanying proxy forms and the reply slips to the purchaser or transferee or to the bank or licensed securities dealer 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. CHINA ENERGY ENGINEERING CORPORATION LIMITED* (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 3996) VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION IN RELATION TO THE ABSORPTION AND MERGER OF CGGC ARTICLES OF ASSOCIATION AND ITS APPENDICES APPLICABLE AFTER THE LISTING OF A SHARES AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR EXTERNAL GUARANTEES A SHARE PRICE STABILIZATION PLAN DIVIDEND DISTRIBUTION PLAN FOR THE THREE YEARS AFTER THE ABSORPTION AND MERGER OF CGGC THROUGH SHARE SWAP BY THE ISSUANCE OF A SHARES BY THE COMPANY DILUTION OF IMMEDIATE RETURNS BY THE MERGER AND PROPOSED REMEDIAL MEASURES AMENDMENT TO BUSINESS SCOPE OF THE COMPANY AUTHORIZATION TO THE BOARD AND ITS AUTHORISED PERSONS TO DEAL WITH MATTERS RELATING TO THE MERGER NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2021 NOTICE OF THE SECOND DOMESTIC SHAREHOLDERS’ CLASS MEETING OF 2021 AND NOTICE OF THE SECOND H SHAREHOLDERS’ CLASS MEETING OF 2021 Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders Notices of the second extraordinary general meeting of 2021 (the “EGM”), the second domestic shareholders’ class meeting of 2021 and the second H shareholders’ class meeting of 2021 (individually or collectively referred as “Class Meeting(s)”) to be held in sequence by China Energy Engineering Corporation Limited* (the “Company”) at Room 2702, Building 1, No. 26A West Dawang Road, Chaoyang District, Beijing, the PRC on Friday, 9 April 2021 at 10 a.m. are set out on pages 1115 to 1125 of this circular. The notices of the EGM and the Class Meetings, together with the enclosed reply slips and proxy forms for use, have been despatched to the H Shareholders on 22 March 2021, and these reply slips and proxy forms are also published on the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.ceec.net.cn). If you intend to appoint a proxy to attend the EGM and/or Class Meetings, you are requested to complete and sign the accompanying proxy forms in accordance with the instructions printed thereon, and return by 10 a.m. on Thursday, 8 April 2021. Completion, signing and return of the proxy forms shall not preclude you from attending and voting at the EGM and/or Class Meetings should you so wish. Shareholders who intend to attend the EGM and/or Class Meetings in person or by proxy should complete, sign and return the reply slips in accordance with the instructions printed thereon at or before 10 a.m. on Wednesday, 7 April 2021. 25 March 2021 * For identification purpose only CONTENTS Page Definitions . 1 Letter from the Board . 9 Letter from the Independent Board Committee . 82 Letter from Gram Capital . 83 Appendix I - Financial Information of the Group . 101 Appendix II - Financial Information of the Target Group . 109 Appendix III - Unaudited Pro Forma Financial Information of the Group . 920 Appendix IV - Management Discussion and Analysis of the Group . 935 Appendix V - Management Discussion and Analysis of the Target Group . 997 Appendix VI - General Information . 1002 Appendix VII - Comparison Table of Amendments to Articles of Association . 1008 Appendix VIII - Comparison Table of Amendments to Rules of Procedures of the Shareholders’ General Meeting . 1057 Appendix IX - Comparison Table of Amendments to Rules of Procedures of the Board of Directors . 1074 Appendix X - Comparison Table of Amendments to Rules of Procedures of the Supervisory Committee . 1082 Appendix XI - Comparison Table of Amendments to Administrative Measures for External Guarantees . 1087 Appendix XII - A Share Price Stabilization Plan . 1100 Appendix XIII - Dividend Distribution Plan for the Three Years After the Absorption and Merger of CGGC through Share Swap by the Issuance of A Shares by the Company . 1104 Appendix XIV - Dilution of Immediate Returns by the Merger and Proposed Remedial Measures . 1108 Notice of the Second Extraordinary General Meeting of 2021 . 1115 Notice of the Second Domestic Shareholders’ Class Meeting of 2021 . 1120 Notice of the Second H Shareholders’ Class Meeting of 2021 . 1123 - i - DEFINITIONS Unless the context otherwise requires, the following expressions in this circular shall have the following meanings: “A Share(s)” A shares with a nominal value of RMB1.00 each to be issued under the Merger and will be applied to be listed and traded on the Main Board of the SSE, and the original Domestic Shares of the Company will be converted into A Shares and applied to be listed and traded on the Main Board of the SSE “Administrative Measures for the Administrative Measures for External Guarantees of China External Guarantees” Energy Engineering Corporation Limited “Articles of Association” the articles of association of the Company, as amended, modified or otherwise supplemented from time to time “Board” the board of directors of the Company “Cash Alternative Exercise Date” the date on which the Cash Alternative Providers of CGGC is assigned part or all of the shares that the Dissenting Shareholders of CGGC intend to use to exercise the Cash Alternative, and pay cash consideration to such Dissenting Shareholders of CGGC, which will be determined and announced by the merging parties to the Merger through negotiation separately “Cash Alternative Provider(s)” the entity(ies) that pay(s) cash consideration to the qualified Dissenting Shareholders of CGGC and accept the CGGC shares held by the Dissenting Shareholders, i.e. Energy China Group (including its subsidiaries, except for China Energy Engineering and its subsidiaries) and/or its designated unrelated third parties “Cash Alternative” the rights of the Dissenting Shareholders of CGGC entitled in the Merger. The Dissenting Shareholders of CGGC who declare to exercise the right may request the Cash Alternative Providers acquire all or some of the CGGC shares held by them in cash during the Declaration Period of Cash Alternative “CGGC Conversion Shareholders” the following shareholders of CGGC (other than CGGC Group) whose name appears on the register of shareholders by the registration and clearing authority at the close of business of Registration Date of Implementation of the Share Swap: (1) all shareholders of CGGC who have not declared, partially declared, have no right to declare or invalidly declared the exercise of the Cash Alternative; (2) the Cash Alternative Providers who have paid cash to shareholders of CGGC exercising the Cash Alternative (except for the Company or its subsidiaries as the Cash Alternative Providers) - 1 - DEFINITIONS “CGGC Group” China Gezhouba Group Company Limited, a subsidiary of the Company. As of the Latest Practicable Date, CGGC Group holds approximately 42.84% of the CGGC shares and is the controlling shareholder of CGGC “CGGC” China Gezhouba Group Stock Company Limited* (中國葛洲壩集團 股份有限公司), whose shares are listed on the SSE (stock code: 600068), a subsidiary indirectly held by the Company of approximately 42.84% equity interest “Chengtong Financial Control” Beijing Chengtong Financial Control Investment Co., Ltd.* (北京誠 通金控投資有限公司) “China Reform Holdings” China Reform Holdings Corporation Ltd.* (中國國新控股有限責任 公司) “China” or “PRC” the People’s Republic of China “Class Meeting(s)” the Domestic Shareholders’ Class Meeting and/or the H Shareholders’ Class Meeting “Closing Date” the same day as the Conversion Date or such other date as the merging parties may agree, on which the Receiving Party will inherit and take over all assets, liabilities, businesses, contracts, qualifications, employees and all other rights and obligations “Company Law” the Company Law of the People’s Republic of China “Company” or “China Energy China Energy Engineering Corporation Limited* (中國能源建設股 Engineering” 份有限公司), a joint stock company with limited liability established in the PRC, whose H Shares are listed on the Hong Kong Stock Exchange (stock code: 3996) “Completion Date” the date on which the Company completes the corresponding industrial and commercial change registration procedures for the Merger or the date on which CGGC completes the industrial and commercial deregistration procedures, whichever is later “connected person(s)” has the meaning ascribed to it under the Listing Rules “controlling shareholder(s)” has the meaning ascribed to it under the Listing Rules - 2 - DEFINITIONS “Conversion Date” the date on which the A Shares issued by the Company to the CGGC Conversion Shareholders for paying the consideration of the Merger are registered by the
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