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United Strength Power Holdings Limited 眾 誠 能 源 控 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ACTION The contents of this circular have not been reviewed by any regulatory authority in Hong Kong other than The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission in Hong Kong. You are advised to exercise caution in relation to the Placing. 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 or other professional adviser. If you have sold or transferred all your shares in United Strength Power Holdings Limited (眾誠能源控股有限公司), you should at once hand this circular and the accompanying proxy form to the purchaser or the 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 purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company. UNITED STRENGTH POWER HOLDINGS LIMITED 眾誠能源控股有限公司 (Incorporated in the Cayman Islands with members’ limited liability) (Stock Code: 2337) (1) VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION – ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF THE TARGET COMPANY INVOLVING ISSUE OF CONSIDERATION SHARES UNDER SPECIFIC CS MANDATE; (2) VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION – ENTRUSTED MANAGEMENT AGREEMENT; (3) CONTINUING CONNECTED TRANSACTIONS AND CONNECTED TRANSACTIONS – BUSINESS AGREEMENTS AND REFINED OIL PRODUCTS SUPPLY AGREEMENT; (4) REVERSE TAKEOVER INVOLVING A NEW LISTING APPLICATION; (5) PLACING OF THE PLACING SHARES UNDER SPECIFIC PLACING MANDATE; (6) APPOINTMENT OF EXECUTIVE DIRECTOR; AND (7) NOTICE OF EXTRAORDINARY GENERAL MEETING Joint Sponsors to the new listing application of the Company ZHONGTAI INTERNATIONAL FIRST CAPITAL INTERNATIONAL CAPITAL LIMITED FINANCE LIMITED Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders Sole Bookrunner ZHONGTAI INTERNATIONAL SECURITIES LIMITED The Underwriters ZHONGTAI INTERNATIONAL FIRST CAPITAL INNOVAX SECURITIES SECURITIES LIMITED SECURITIES LIMITED LIMITED A letter from the Board is set out on pages 50 to 103 of this circular, and a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 106 to 154 of this circular. A notice convening an extraordinary general meeting of United Strength Power Holdings Limited to be held at Room C, theDesk, 5/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 24 July 2020 at 3:00 p.m. is set out on pages EGM-1 to EGM-5 of this circular. A proxy form for use at the extraordinary general meeting is enclosed with the notice of the extraordinary general meeting. Such proxy form is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.united-strength.com). Whether or not you are able to attend the extraordinary general meeting, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the completed proxy form to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the extraordinary general meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the extraordinary general meeting or any adjournment thereof should you so wish and in such event, the proxy form shall be deemed to be revoked. Considering the outbreak of the novel coronavirus (COVID-19), certain measures will be implemented at the EGM with a view to addressing the risk to attendees of infection, including the following: a) all attendees will be required to undergo body temperature check; b) any attendees who are subject to health quarantine prescribed by the Government of Hong Kong will not be admitted to the venue of the EGM; c) all attendees will be required to wear surgical face masks throughout the EGM; d) each attendee will be assigned a designated seat at the time of registration to ensure social distancing; e) any person who does not comply with the measures above may be denied entry into, or be required to leave, the venue of the EGM; f) no refreshments or beverages will be provided, and there will be no corporate gifts. The Company reminds Shareholders that they should carefully consider the risks of attending the EGM, taking into account their own personal circumstances. The Company would like to remind Shareholders that physical attendance in person at the EGM is not necessary for the purpose of exercising their voting rights and strongly recommends that Shareholders appoint the Chairman of the EGM as their proxy and submit their form of proxy as early as possible. In light of the risks posed by the COVID-19 Pandemic, the Company strongly encourages Shareholders NOT to attend the EGM in person. The Company will keep the evolving COVID-19 situation under review and may implement additional measures (which it will announce closer to the date of the EGM.) 30 June 2020 CONTENTS Page Expected Timetable ............................................... iii Summary ....................................................... 1 Definitions ..................................................... 25 Glossary of Technical Terms ........................................ 43 Corporate Information ............................................ 44 Directors and Parties Involved ...................................... 46 Letter from the Board ............................................. 50 Letter from the Independent Board Committee ......................... 104 Letter from the Independent Financial Adviser ........................ 106 Forward-looking Statements ........................................ 155 Risk Factors ..................................................... 157 Industry Overview ............................................... 182 Regulatory Overview ............................................. 203 History and Reorganisation of the Target Group ........................ 211 Business of the Target Group ....................................... 239 Relationship with Controlling Shareholders ........................... 289 Connected Transactions ........................................... 312 Directors and Senior Management ................................... 328 Financial Information of the Target Business .......................... 348 Share Capital .................................................... 434 Appendix I – Accountants’ Report ............................. I-1 Appendix II – Financial Information of the Group ................. II-1 Appendix III – Pro Forma Financial Information of the Enlarged Group ............................ III-1 –i– CONTENTS Page Appendix IV – Summary of the constitution of the Company and Cayman Islands company law .................... IV-1 Appendix V – Statutory and General Information ................. V-1 Appendix VI – Documents available for inspection ................. VI-1 Notice of EGM ................................................... EGM-1 –ii– EXPECTED TIMETABLE The following expected timetable is indicative only and is subject to change. If necessary, further announcements in relation to any revised timetable will be published as and when appropriate. Events ................................................TimeandDate(Note 1) Latest time for lodging transfer of shares for the purpose of ascertaining shareholders’ entitlements to attend and vote at the EGM .................................. 4:30 p.m. on Monday, 20 July 2020 Latest time for lodging forms of proxy for the EGM ...................3:00 p.m. on Wednesday, 22 July 2020 EGM ........................................................3:00 p.m. on Friday, 24 July 2020 Announcement of the results of the EGM to be published ........................................Friday, 24 July 2020 Latest Time for Termination of the Placing Agreement .................8:00 a.m. on Wednesday, 30 September 2020 Completion of the Acquisition on or before .....Wednesday, 30 September 2020(Note 2) Completion and issue of the Consideration Shares and the Placing Shares on or before ..........Wednesday, 30 September 2020(Note 2) Announcement of completion of the Acquisition and the issue of the Consideration Shares and Placing Shares to be published on or before ....Wednesday, 30 September 2020(Note 2) Long Stop Date ...........................Wednesday, 30 September 2020(Note 3) Notes: 1. All times and dates in this circular refer to Hong Kong local time and dates unless otherwise specified. 2. Assuming all Conditions are fulfilled or waived (where applicable). Please also refer to Note 3 below for the Long Stop Date. 3. Provided that if on 30 September 2020, the conditions set out under the sections headed “Letter from the Board
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