China Energy Development : GENERAL MANDATES TO ISSUE AND TO BUY-BACK SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

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 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 China Energy Development Holdings Limited (the ''Company''), you should at once hand this circular and the accompanying form of proxy 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 the 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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 228)

GENERAL MANDATES TO ISSUE AND TO BUY-BACK SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (the ''AGM'') of the Company to be held at Boardroom 5, M/F, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Tuesday, 1 June 2021 at 2:00 p.m. is set out on pages AGM-1 to AGM-4 of this circular. Whether or not you are able to attend the AGM, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon and deposit at the Company's Hong Kong branch share registrar, Tricor Tengis 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 the AGM or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjourned meeting (as the case may be) should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

In view of the novel Coronavirus (COVID-19) epidemic, precautionary measures will be taken at the AGM to reduce the health risk of the attendees, which may include compulsory temperature checks and compulsory wearing of surgical face masks at the venue. Any person who does not comply with the precautionary measures or is subject to health quarantine requirement may be denied entry into the AGM venue. In addition, seating will be arranged to better achieve social distancing and no refreshments or souvenirs will be provided inside the AGM venue. Shareholders should carefully consider the risks of attending the AGM, taking into consideration their own circumstances. The Company wishes to remind the Shareholders that attendance in person at the AGM is not necessary for the exercise of voting rights, as Shareholders may submit proxy forms and appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM. Depending on the development of situation regarding the epidemic nearer the time of the AGM, additional precautionary measures may be implemented as may be appropriate.

• For identification purpose only

23 April 2021

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I - EXPLANATORY STATEMENT ON THE
BUY-BACK MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
APPENDIX II - DETAILS OF DIRECTORS
TO BE RE-ELECTED AT THE AGM . . . . . . . . . . . . . . . . . . . .	II-1
NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	AGM-1

- i -

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

''AGM''	the annual general meeting of the Company to be held at
	Boardroom 5, M/F, Renaissance Harbour View Hotel Hong
	Kong, 1 Harbour Road, Wanchai, Hong Kong on Tuesday,
	1 June 2021 at 2:00 p.m. or any adjournment thereof to
	consider and, if appropriate, to approve the resolutions as
	set out in the AGM Notice
''AGM Notice''	the notice convening the AGM which is set out on pages
	AGM-1 to AGM-4 of this circular
''Articles of Association''	the Articles of Association of the Company
''associates''	having the meaning ascribed thereto under the Listing
	Rules
''Board''	the board of Directors
''Buy-back Mandate''	the mandate proposed to be granted to the Directors to
	exercise the power of the Company to buy-back Shares up
	to a maximum of 10% of the issued share capital of the
	Company as at the date of passing of Resolution 4B as set
	out in the AGM Notice
''Company''	China Energy Development Holdings Limited, a company
	incorporated in the Cayman Islands with limited liability
	and the Shares of which are listed on the Main Board of
	the Stock Exchange with stock code: 228

''connected person(s)''

''Directors''

''Extended Issue Mandate''

''Group'' ''HK$'' ''Hong Kong''

having the meaning ascribed thereto under the Listing Rules

the directors of the Company

the mandate proposed to be granted to the Directors to extend the Issue Mandate by the addition thereto the number of Shares bought-back by the Company pursuant to the Buy-back Mandate, as set out in Resolution 4C of the AGM Notice

the Company and its subsidiaries

Hong Kong dollars, the lawful currency of Hong Kong

the Hong Kong Special Administrative Region of the People's Republic of China

- 1 -

DEFINITIONS

''Issue Mandate''

''Latest Practicable Date''

''Listing Rules''

''SFO''

''Share(s)''

''Shareholder(s)'' ''Stock Exchange'' ''Takeovers Code'' ''%''

the mandate proposed to be granted to the Directors to allot, issue and deal with Shares not exceeding 20% of the issued share capital of the Company as at the date of passing of Resolution 4A as set out in the AGM Notice

19 April 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

the Rules Governing the Listing of Securities on the Stock Exchange

the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

ordinary share(s) of par value of HK$0.05 each in the share capital of the Company

holder(s) of Share(s)

The Stock Exchange of Hong Kong Limited

the Hong Kong Code on Takeovers and Mergers

per cent

- 2 -

LETTER FROM THE BOARD

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 228)

Executive Directors:	Registered Office:
Mr. Zhao Guoqiang (Chief Executive Officer and	Cricket Square
alternate director to Dr. Gu Quan Rong)	Hutchins Drive
	P. O. Box 2681
Non-executive Director:	Grand Cayman KY1-1111
Dr. Gu Quan Rong	Cayman Islands
Independent Non-executive Directors:	Head office and principal place of
Mr. Zong Ketao	business in Hong Kong:
Mr. Cheng Chun Ying	Office J, 29/F, Plaza 88
Mr. Lee Man Tai	No. 88 Yeung Uk Road,
	Tsuen Wan
	New Territories, Hong Kong
	23 April 2021
To the Shareholders
Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND TO BUY-BACK SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the ordinary resolutions to be proposed at the AGM to approve, inter alia: (a) the Issue Mandate, the Buy- back Mandate and the Extended Issue Mandate; and (b) the re-election of Directors.

This circular contains the explanatory statement and gives all the information reasonably necessary to enable you to make a decision on whether to vote for or against the resolutions proposed at the AGM.

A notice convening the AGM setting out the details of the resolutions to be proposed at the AGM is set out on pages AGM-1 to AGM-4 of this circular.

• For identification purpose only

- 3 -

LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE SHARES

Resolution 4A as set out in the AGM Notice will be proposed at the AGM as an ordinary resolution to grant to the Directors the Issue Mandate to allot, issue and deal with additional Shares not exceeding 20% of the issued share capital of the Company as at the date of the passing of such resolution. The Issue Mandate, if granted, will remain in effect until the earliest of (i) the conclusion of the next annual general meeting of the Company unless the mandate is renewed either conditionally or unconditionally at such meeting; and (ii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

As at the Latest Practicable Date, the Company had 9,505,344,000 Shares in issue. Subject to the passing of the ordinary resolution for the approval of the Issue Mandate and on the basis that no further Shares are issued and/or bought-back by the Company between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Issue Mandate to allot and issue up to 1,901,068,800 new Shares, being 20% of the Shares in issue as at the date of the passing of such resolution.

GENERAL MANDATE TO BUY-BACK SHARES

Resolution 4B as set out in the AGM Notice will be proposed at the AGM as an ordinary resolution to grant to the Directors the Buy-back Mandate to buy-back Shares of up to 10% of the issued share capital of the Company as at the date of passing of such resolution. The Buy- back Mandate, if granted, will remain in effect until the earliest of (i) the conclusion of the next annual general meeting of the Company unless the mandate is renewed either conditionally or unconditionally at such meeting; and (ii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

An explanatory statement containing all relevant information relating to the Buy-back Mandate is set out in Appendix I to this circular. The information in the explanatory statement is to provide you with the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Buy-back Mandate at the AGM.

THE EXTENDED ISSUE MANDATE

Resolution 4C as set out in the AGM Notice will be proposed at the AGM as an ordinary resolution such that the number of shares of the Company which are bought-back by the Company under the Buy-back Mandate shall be added to the number of shares that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the Issue Mandate.

- 4 -

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

Article 86(3) of the Articles of Association states that: ''The Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director so appointed by the Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.''

Article 87(1) of the Articles of Association states that: ''Notwithstanding any other provisions in the Articles, at each annual general meeting 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 at an annual general meeting at least once every three years.''

Article 87(2) of the Articles of Association states that: ''A retiring Director shall be eligible for re-election. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last reelected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Any Director appointed pursuant to Article 86(2) or Article 86(3) shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.''

Pursuant to the relevant provisions in the Articles of Association of the Company, Mr. Zhao Guoqiang and Mr. Cheng Chun Ying (collectively, the ''Re-electing Directors'') will retire at the AGM and be eligible for re-election at the AGM. The Board was notified by each of the Re-electing Directors that he will offer himself for re-election at the AGM.

The Nomination Committee of the Company has reviewed and assessed the background, expertise and experience of the retiring Directors, having regard to the Board Diversity Policy of the Company taking into consideration different diversity factors such as gender, age, cultural and educational background, skills and professional experience, knowledge, length of service and time devotion. The Nomination Committee recommends all Directors retiring at the upcoming AGM to stand for re-election.

Details of the Re-electing Directors which are required to be disclosed by the Listing Rules are set out in Appendix II to this circular.

- 5 -

LETTER FROM THE BOARD

AGM

The AGM Notice is set out on pages AGM-1 to AGM-4 of this circular. At the AGM, resolutions will be proposed to approve, inter alia, the granting of the Issue Mandate, the Buy- back Mandate, the Extended Issue Mandate and the re-election of Directors.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk). In order to be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited at the Company's Hong Kong branch share registrar, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power of authority, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting. The completion and return of the form of proxy will not preclude any Shareholder from attending and voting at the meeting if so wished and in such event, the instrument appointing a proxy shall be deemed to be revoked.

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at a general meeting must be taken by poll (except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands). Pursuant to Article 67 of the Articles of Association, at any general meeting, a resolution put to the vote at the meeting shall be decided on a poll. The chairman of the meeting will therefore demand a poll for every resolution put to the vote of the AGM pursuant to the said provision of the Articles of Association.

The register of members of the Company will be closed from Thursday, 27 May 2021 to Tuesday, 1 June 2021 (both days inclusive) for the purpose of determining the eligibility of the shareholders of the Company to attend and vote at the AGM. During the closure of the register of members of the Company, no transfer of Shares will be effected. In order to be eligible to attend and vote at the AGM (or at any adjournment thereof), all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 26 May 2021.

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.

- 6 -

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the Issue Mandate, the Buy-back Mandate, the Extended Issue Mandate and the re-election of the Re-electing Directors are in the best interests of the Company and the Shareholders. The Directors therefore recommend the Shareholders to vote in favour of the relevant resolutions at the AGM.

Yours faithfully

By order of the Board

China Energy Development Holdings Limited

Zhao Guoqiang

Chief Executive Officer & Executive Director

- 7 -

APPENDIX I	EXPLANATORY STATEMENT
	ON THE BUY-BACK MANDATE

This Appendix serves as an explanatory statement which is required by Rule 10.06 of the Listing Rules to be included in this circular concerning the Buy-back Mandate.

1. EXERCISE OF THE BUY-BACK MANDATE

As at the Latest Practicable Date, the issued share capital of the Company comprised 9,505,344,000 Shares.

Subject to the passing of the relevant ordinary resolution to approve the Buy-back Mandate at the AGM and on the basis that no further Shares are issued or bought-back prior to the AGM, the Company would be authorised under the Buy-back Mandate to Buy-back a maximum of 950,534,400 Shares.

2. REASONS FOR BUY-BACK

The Directors consider that the Buy-back Mandate will provide the Company with the flexibility to make such buy-backs as and when appropriate and beneficial to the Company. Such bought-back may, depending on market conditions and funding arrangements at the time, lead to an enhancement of net asset value of the Company and/or its earnings per Share and will only be made when the Directors believe that such a buy-back will benefit the Company and its Shareholders as a whole.

3. FUNDING OF BUY-BACK

In buy-back the Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum and Articles of Association and the applicable laws of Hong Kong and the Cayman Islands. Any buy-backs by the Company may be made out of profits of the Company or out of the proceeds of a fresh issue of shares made for the purpose of the buy-back or, if so authorised by the Articles of Association and subject to the provisions of the Companies Law, out of capital and, in the case of any premium payable on the buy-back, out of the profits of the Company or from sums standing to the credit of the share premium account of the Company or, if so authorised by the Articles of Association and subject to the Companies Law, out of capital.

4. IMPACT ON WORKING CAPITAL OR GEARING POSITION

There may be material adverse impact on the working capital or the gearing position of the Company (as compared with the position disclosed in the Company's audited accounts for the year ended 31 December 2020) in the event that the Buy-back Mandate is exercised in full. However, the Directors do not propose to exercise the Buy-back Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital or gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

- I-1-

APPENDIX I	EXPLANATORY STATEMENT
	ON THE BUY-BACK MANDATE

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the powers of the Company to make buy-backs pursuant to the proposed resolution in accordance with the Listing Rules and all applicable laws of the Cayman Islands, and in accordance with the regulations set out in the memorandum and Articles of Association of the Company.

6. EFFECT OF TAKEOVERS CODE

If on the exercise of the power to buy-back Shares pursuant to the Buy-back Mandate, 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 Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and Rule 32 of the Takeovers Code.

As at the Latest Practicable Date, according to the disclosure of interest filings, U.K. Prolific Petroleum Group Company Limited (''UK Petroleum'') and Cypress Dragons Limited (''CDL''), both of which being wholly-owned by Mr. Wang Guoju, are collectively interested in 2,830,000,000 Shares representing 29.77% of the total issued share capital of the Company. In the event that the Buy-back Mandate is exercised in full and assuming that there is no other change to the issued share capital of the Company, the collective shareholding of UK Prolific and CDL in the Company will be increased to approximately 33.08% and thereby trigger a mandatory offer obligation in accordance with Rule 26 and Rule 32 of the Takeovers Code. In the event that any exercise of the Buy-back Mandate would, to the knowledge of the Directors, have such a consequence, the Directors have no present intention to exercise the Buy-back Mandate to such an extent as would trigger a mandatory offer obligation for any shareholder or group of shareholders.

The Directors have no present intention to exercise the Buy-back Mandate to such an extent as would result in the amount of Shares held by the public being reduced to less than 25% of the total issued shares of the Company.

7. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

None of the Directors nor, to the best of the knowledge of the Directors having made all reasonable enquiries, any associate of any of the Directors has any present intention, in the event that the Buy-back Mandate is approved by the Shareholders, to sell Shares to the Company.

No connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she has a present intention to sell Shares to the Company nor has he/she undertaken not to sell any of the Shares held by him/her to the Company in the event that the Company is authorised to make buy-backs of Shares.

- I-2-

APPENDIX I	EXPLANATORY STATEMENT
	ON THE BUY-BACK MANDATE

8. SHARE BUY-BACK MADE BY THE COMPANY

No Buy-backs of Shares have been made by the Company during the six months prior to the Latest Practicable Date, whether on the Stock Exchange or otherwise.

9. SHARE PRICES

During each of the past twelve months preceding the Latest Practicable Date, the highest and lowest trading prices of the Shares on the Stock Exchange are as follows:

	Highest	Lowest
Month	Price	Price
	(HK$)	(HK$)
2020
April	0.206	0.134
May	0.190	0.163
June	0.180	0.160
July	0.188	0.141
August	0.158	0.130
September	0.145	0.102
October	0.127	0.100
November	0.136	0.111
December	0.130	0.110
2021
January	0.130	0.107
February	0.122	0.102
March	0.120	0.098
April (up to the Latest Practicable Date)	0.106	0.095

- I-3-

APPENDIX II	DETAILS OF DIRECTORS
	TO BE RE-ELECTED AT THE AGM

The following sets out the details of the Re-electing Directors who, being eligible, offer themselves for re-election at the AGM pursuant to the Articles of Association:

BIOGRAPHICAL INFORMATION

Executive Director

Mr. Zhao Guoqiang (''Mr. Zhao''), aged 63, joined the Company as an executive director in December 2009 and was elected as the chief executive officer on 29 December 2009. He graduated from his study for Physics at Qufu Normal University. He has nearly 35 years of working experience in exploration and exploitation of petroleum industry. He acted as senior engineer in Sinopec Shengli Oilfield Company (the ''Shengli Oilfield'') and was awarded the Top-notch talent from China Petroleum & Chemical Shengli Oilfield. Mr. Zhao was appointed as an alternative director to Dr. Gu Quan Rong on 29 June 2015.

Save as disclosed above, Mr. Zhao did not hold any directorship in any other listed public company in the past three years. Mr. Zhao has been the director of the Company's subsidiaries including Famewood Limited, Zhong Neng Finance Limited, China Energy Resources Holdings Limited, Totalbuild Investments Limited, Joy Even International Limited, Sinochina Global Limited, Silverwise Limited, Totalbuild Investments Group (Hong Kong) Limited, Team Lucky Development Limited, Fortune Great Limited, Wealthy Goal Limited, United Prolific Securities Limited, Di Maria Limited and China Era Energy Power Investment (Hong Kong) Limited. Other than the relationship arising from him being an executive Director, Mr. Zhao is not related to any directors, senior management or substantial or controlling shareholders of the Company.

Mr. Zhao has not entered into any service contract with the Company, nor has he been appointed for a specified length of service period. Mr. Zhao's appointment is subject to retirement by rotation and eligibility for re-election pursuant to the Articles of Association. He will be entitled to a director's fee to be determined by the Remuneration Committee with reference to his duties and responsibilities in the Company and the market benchmark. In the financial year ended 31 December 2020, Mr. Zhao received director's emolument and other benefits in kind in the amount of HK$1,389,000.

Independent Non-Executive Director

Mr. Cheng Chun Ying, aged 52, joined the Company as an independent non-executive director in January 2016. He is an associate member of the Hong Kong Institute of Certified Public Accountants and an associate member of the Certified Practicing Accountants Australia. He holds a master's degree in business law from Monash University, Australia and a bachelor's degree in commerce accounting from The Curtin University of Technology, Australia. He has extensive experience in finance and accounting, and has worked as financial controller in various private and public listed companies in Hong Kong, Singapore and the United States.

- II-1-

APPENDIX II	DETAILS OF DIRECTORS
	TO BE RE-ELECTED AT THE AGM

Save as disclosed above, Mr. Cheng does not hold any position with the Company and other members of the Company immediately before his present appointment and did not hold any directorship in other public listed companies in the past three years. Other than the relationship arising from his being an independent non-executive Director, Mr. Cheng is not related to any directors, senior management or substantial or controlling shareholders of the Company.

Mr. Cheng has not entered into any service contract with the Company, nor has he been appointed for a specified length of service period. Mr. Cheng's appointment is subject to retirement by rotation and eligibility for re-election pursuant to the Articles of Association. He will be entitled to a director's fee to be determined by the Remuneration Committee with reference to his duties and responsibilities in the Company and the market conditions (subject to a maximum of HK$120,000 per annum). In the financial year ended 31 December 2020, Mr. Cheng received director's emolument and other benefits in kind in the amount of HK$120,000.

General

As at the Latest Practicable Date, save as disclosed above, none of the Re-electing Directors had any interests or short positions in the Shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which would be required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO, or which would be required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers in the Listing Rules.

Save as disclosed above, there are no other matters in relation to the afore-proposed reelections that needed to be brought to the attention of the Stock Exchange or the Shareholders. There is no information relating to the Re-electing Directors that is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

- II-2-

NOTICE OF AGM

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 228)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of China Energy Development Holdings Limited (the ''Company'') will be held at Boardroom 5, M/F, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Tuesday, 1 June 2021 at 2:00 p.m. to consider and, if thought fit, pass with or without modifications the following resolutions as ordinary resolutions:

1. To receive, consider and adopt the audited financial statements and the reports of the directors and the auditors for the year ended 31 December 2020.
2. (A) To re-elect Mr. Zhao Guoqiang as an executive director;
3. 1. To re-elect Mr. Cheng Chun Ying as an independent non-executive director;
   2. To authorize the Board of Directors to fix the remuneration of the Directors.
4. To re-appoint ZHONGHUI ANDA CPA Limited as the auditor of the Company and its subsidiaries and to authorize the board of directors to fix their remuneration.
5. As special business:

1. ''THAT:
2. 1. subject to paragraph (c) and (d) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company (the ''Issue Mandate'') to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options, securities convertible or exchangeable into shares or similar rights which might require the exercise of such power be and is hereby generally and unconditionally approved;
   2. the approval in paragraph (a) shall authorize the directors of the Company during the Relevant Period to make or grant offers, agreements and options, securities convertible or exchangeable into shares or similar rights, the making, issuing or granting of which might require the exercise of such power after the end of the Relevant Period;

• For identification purpose only

- AGM-1-

NOTICE OF AGM

1. the number of shares allotted and issued or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a), otherwise than pursuant to (i) a Rights Issue (as hereinafter defined) or
2. 1. the exercise of the subscription rights under the share option scheme of the Company or similar arrangement of the Company for the granting or issuance of Shares or rights to acquire Shares; or (iii) the exercise of rights of conversion or exchange under the terms of any convertible securities or exchangeable securities issued by the Company; or (iv) an issue of shares as scrip dividends pursuant to the memorandum and articles of association of the Company from time to time shall not exceed 20% of the share capital of the Company in issue as at the date of this resolution and the said approval shall be limited accordingly; and
3. the Issue Mandate shall be limited by the applicable rules and requirements of the Stock Exchange as amended from time to time, including the restrictions for using the Issue Mandate to issue (i) securities convertible into new Shares for cash consideration, if the initial conversion price of such convertible securities is lower than the Benchmarked Price (as hereinafter defined) of the Shares at the time of the relevant placing; and (ii) warrants, options or similar rights to subscribe for new Shares or securities convertible into new Shares for cash consideration;
4. for the purposes 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 unless this authority is renewed either conditionally or unconditionally at such meeting; and
   2. the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

''Rights Issue'' means an offer of shares open for a period fixed by the directors of the Company to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the law of, or the requirements of any recognized regulatory body or any stock exchange in any territory applicable to the Company).

- AGM-2-

NOTICE OF AGM

''Benchmarked Price'' means the higher of: (a) the closing price on the date of the relevant placing agreement or other agreement involving the proposed issue of securities under the Issue Mandate; and (b) the average closing price in the 5 trading days immediately prior to the earlier of: (i) the date of announcement of the placing or the proposed transaction or arrangement involving the proposed issue of securities under the Issue Mandate; (ii) the date of the placing agreement or other agreement involving the proposed issue of securities under the Issue Mandate; and

1. 1. the date on which the placing or subscription price is fixed."
2. ''THAT:
3. 1. the exercise by the directors of the Company during the Relevant Period of all powers of the Company (the ''Buy-back Mandate'') to buy-back its own shares, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;
   2. the number of shares of the Company bought-back by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10% of the share capital of the Company in issue as at the date of this resolution and the said approval be limited accordingly; and
   3. for the purposes of this resolution:
      ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
   4. 1. the conclusion of the next annual general meeting of the Company unless this authority is renewed either conditionally or unconditionally at such meeting; and

1. 1. the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.''
2. ''THAT conditional upon resolutions nos. 4A and 4B above being passed, the number of shares of the Company which are bought-back by the Company under the Buy-back Mandate shall be added to the number of shares that may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to the Issue Mandate.''

Yours faithfully

By order of the Board

China Energy Development Holdings Limited

Zhao Guogiang

Chief Executive Officer & Executive Director

Hong Kong, 23 April 2021

- AGM-3-

NOTICE OF AGM

Notes:

1. A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or, if he is the holder of more than one share, more proxies to attend and, vote in his stead. A proxy need not be a member of the Company. In order to be valid, the form of proxy must be deposited at the Company's Hong Kong branch share registrar, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, not less than 48 hours before the time for holding the meeting or adjourned meeting.
2. In the case of joint holders of shares in the Company, the vote of the senior who tenders a vote whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holders, seniority being determined by the order in which names stand in the register of members of the Company.
3. Completion and return of the form of proxy will not preclude members from attending and voting in person at the annual general meeting or any adjournment and in such event, the instrument appointing a proxy shall be deemed to be revoked.
4. As at the date of this notice, the board of directors of the Company comprises Mr. Zhao Guoqiang (Chief Executive Officer and alternate director to Dr. Gu Quan Rong) as executive director; Dr. Gu Quan Rong as non-executive director; and Mr. Zong Ketao, Mr. Cheng Chun Ying and Mr. Lee Man Tai as independent non-executive directors.
5. The register of members of the Company will be closed from Thursday, 27 May 2021 to Tuesday, 1 June 2021 (both days inclusive) for the purpose of determining the eligibility of the shareholders of the Company to attend and vote at the AGM. During the closure of the register of members of the Company, no transfer of Shares will be effected. In order to be eligible to attend and vote at the AGM (or at any adjournment thereof), all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 26 May 2021.
6. In view of the novel Coronavirus (COVID-19) epidemic, precautionary measures will be taken at the AGM to reduce the health risk of the attendees, which may include compulsory temperature checks and compulsory wearing of surgical face masks at the venue. Any person who does not comply with the precautionary measures or is subject to health quarantine requirement may be denied entry into the AGM venue. In addition, seating will be arranged to better achieve social distancing and no refreshments or souvenirs will be provided inside the AGM venue. Shareholders should carefully consider the risks of attending the AGM, taking into consideration their own circumstances. The Company wishes to remind the Shareholders that attendance in person at the AGM is not necessary for the exercise of voting rights, as Shareholders may submit proxy forms and appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM. Depending on the development of situation regarding the epidemic nearer the time of the AGM, additional precautionary measures may be implemented as may be appropriate.
7. If a tropical cyclone warning signal number 8 or above is hoisted, or "extreme conditions" caused by super typhoons or a black rainstorm warning is/are in effect any time after 8:00 a.m. on the date of the AGM, the AGM will not be held on that date but will be postponed to a later date. If the AGM is postponed, the Company will post an announcement on the web sites of the Company and the Stock Exchange to notify Shareholders of the date, time and venue of the rescheduled meeting.

- AGM-4-