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MIE HOLDINGS CORPORATION MI能源控股有限公司 (Incorporated in the Cayman Islands with Limited Liability) (Stock Code: 1555)

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MIE HOLDINGS CORPORATION MI能源控股有限公司 (Incorporated in the Cayman Islands with Limited Liability) (Stock Code: 1555) 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 your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in MIE Holdings Corporation, you should at once hand this circular to the purchaser or transferee or to the bank, 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. MIE HOLDINGS CORPORATION MI能源控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1555) VERY SUBSTANTIAL DISPOSAL AND CONNECTED TRANSACTION IN RELATION TO THE PROPOSED DISPOSAL OF ENTIRE EQUITY INTEREST IN MAPLE MARATHON AND NOTICE OF EXTRAORDINARY GENERAL MEETING Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders A letter from the Board is set out on pages 6 to 19 of this circular and a letter from the Independent Board Committee containing its recommendation to the Independent Shareholders is set out on pages 20 to 21 of this circular. A letter from the Independent Financial Adviser containing its recommendation to the Independent Board Committee and the Independent Shareholders is set out on pages 22 to 57 of this circular. A notice convening the EGM of MIE Holdings Corporation to be held at Room 13, 7/F, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Tuesday, November 20, 2018 at 10:00 a.m. or any adjournment thereof is set out on pages EGM-1 to EGM-2 of this circular. A form of proxy for use at the EGM is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.mienergy.com.cn). Whether or not you are able to attend and vote at the EGM, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy as instructed will not preclude you from attending andvotinginpersonattheEGMifyousowish. November 5, 2018 CONTENTS Page DEFINITIONS ................................................................. 1 LETTER FROM THE BOARD ................................................. 6 LETTER FROM THE INDEPENDENT BOARD COMMITTEE ................ 20 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER ............... 22 APPENDIX I — FINANCIAL INFORMATION OF THE GROUP ............ I-1 APPENDIX II — FINANCIAL INFORMATION OF THEDISPOSALGROUP ................................. II-1 APPENDIX III — UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP .......................... III-1 APPENDIX IV — COMPETENT PERSON’SREPORT ........................ IV-1 APPENDIX V — GENERAL INFORMATION ................................ V-1 NOTICE OF EGM ............................................................. EGM-1 – i – DEFINITIONS In this circular, the following expressions have the following meanings unless the context otherwise requires: ‘‘Acquisition’’ the very substantial acquisition of CQ Energy Canada Partnership by Canlin which was completed on September 29, 2017 as announced by the Company on June 9, 2017 and October 3, 2017 ‘‘Announcement the announcement dated September 24, 2018 made by the Company in relation to the Disposal ‘‘associate(s)’’ has the meaning ascribed to it under the Listing Rules ‘‘Board’’ the board of Directors of the Company ‘‘C$’’ Canadian Dollars, the lawful currency of Canada ‘‘Canlin’’ Canlin Energy Corporation, a corporation incorporated in British Columbia, Canada whose entire share capital of common shares are held by Maple Marathon as at the date of this circular ‘‘Company’’ MIE Holdings Corporation (stock code: 1555), a company incorporated in the Cayman Islands with limited liability on March 20, 2008, the ordinary shares of which are listed on the Main Board of the Stock Exchange ‘‘Competent Person’’ Sproule Associates Limited ‘‘Competent Person’s Report’’ the competent person’s report, which is set out in ‘‘Appendix IV — Competent Person’s Report’’ of this circular, prepared by the Competent Person in accordance with the Listing Rules ‘‘Competition Act’’ the Competition Act (Canada), R.S.C. 1985, c. C-34, as amended ‘‘connected person(s)’’ has the meaning ascribed to it under the Listing Rules ‘‘Consideration’’ the consideration of US$250,000,000 (equivalent to approximately HK$1,961,950,000) payable by Far East Energy to the Company in accordance with the Share Purchase Agreement ‘‘controlling shareholder’’ has the meaning ascribed to it under the Listing Rules ‘‘Director(s)’’ director(s) of the Company – 1 – DEFINITIONS ‘‘Disposal’’ the proposed disposal of 100 issued shares of Maple Marathon, representing its entire issued share capital, by MIEJ to Far East Energy pursuant to the Share Purchase Agreement ‘‘Disposal Group’’ Maple Marathon and its subsidiaries collectively ‘‘EGM’’ the extraordinary general meeting of the Company to be convened on November 20, 2018 to consider and, if thought fit, approve, among others, the Share Purchase Agreement and the transaction contemplated thereunder ‘‘Far East Energy’’ Far East Energy International Limited, a limited company incorporated in the British Virgin Islands indirectly wholly owned by Mr. Zhang as at the date of this circular ‘‘FEEL’’ Far East Energy Limited, a limited company incorporated in Hong Kong and a substantial shareholder of the Company, held by Mrs. Zhang, Mr. Zhang and Mr. Zhao Jiangwei as to 80%, 9.99% and 10%, respectively, where Mrs. Zhang, Mr. Zhang and Mr. Zhao Jiangwei have entered into an acting-in-concert agreement under which Mr. Zhang is allowed to vote on his, Mrs. Zhang’s and Mr. Zhao’sshares if a unanimous opinion in relation to the matters that requires action in concert is unable to be reached ‘‘FY2014’’ the financial year of the Company ended December 31, 2014 ‘‘FY2015’’ the financial year of the Company ended December 31, 2015 ‘‘FY2016’’ the financial year of the Company ended December 31, 2016 ‘‘FY2017’’ the financial year of the Company ended December 31, 2017 ‘‘1H2018’’ the six months of the Company ending June 30, 2018 ‘‘Group’’ the Company and its subsidiaries ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC ‘‘IFRS’’ International Financial Reporting Standards issued by the International Accounting Standards Board which is in effect – 2 – DEFINITIONS ‘‘Independent Board an independent committee of the Board formed to advise Committee’’ the Independent Shareholders in respect of the Disposal, comprising all independent non-executive Directors, namely, Mr. Mei Jianping, Mr. Jeffrey Willard Miller and Mr. Guo Yanjun ‘‘Independent Financial Platinum Securities Company Limited, a corporation Adviser’’ licensed to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO, being the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the Share Purchase Agreement and the transactions contemplated thereunder ‘‘Independent Shareholders’’ the Shareholders other than FEEL and its associates ‘‘Latest Practicable Date’’ November 1, 2018, being the latest practicable date prior to the publication of this circular for ascertaining certain information contained herein ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time ‘‘Maple Marathon’’ Maple Marathon Investments Limited, a limited company incorporated in Hong Kong and a wholly owned subsidiary of the Company as at the date of this circular ‘‘mcf’’ one thousand cubic feet ‘‘MIEJ’’ MIE Jurassic Energy Corporation, a company incorporated under the laws of Cayman Islands, wholly owned by the Company as at the date of this circular ‘‘MMBOE’’ million barrels of oil equivalent ‘‘Mr. Zhang’’ Mr. Zhang Ruilin, the Chairman, an executive Director and a substantial shareholder of the Company ‘‘Mrs. Zhang’’ Ms. Zhao Jiangbo, the spouse of Mr. Zhang Ruilin and a substantial shareholder of the Company ‘‘No Action Letter’’ a communication in writing from the Commissioner of Competition advising that he or she does not, at the present time, intend to make an application to the Competition Tribunal under Section 92 of the Competition Act in respect of the transactions contemplated hereunder – 3 – DEFINITIONS ‘‘Outstanding Debts’’ the outstanding debts of the Company due in the 12 months from the Latest Practicable Date at the total amount of US$470,000,000 (equivalent to approximately HK$3,688,466,000) ‘‘Outstanding Intra-Group means all intra-group debts owed by the Maple Marathon to Debts’’
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