Global Energy Resources Intl : Notice of the Annual General Meeting

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

環球能源資源國際集團有限公司

(continued in Bermuda with limited liability)

1. To receive and approve the audited financial statements and the reports of the directors (the "Director(s)") and the auditors of the Company for the year ended 31 December 2016.

2. A. To re-elect Mr. Wang An Zhong as executive Director.

3. To re-elect Mr. Shi Guang Rong as non-executive Director.

4. To re-elect Mr. Leung Wah as independent non-executive Director.

5. To re-elect Ms. Sun Ching as independent non-executive Director.

6. To re-elect Ms. Wong Mei Ling as independent non-executive Director.

7. To authorise the board of Directors (the "Board") to fix the remuneration of the Directors.

8. To re-appoint HLB Hodgson Impey Cheng Limited as the Company's auditors and to authorise the Board to fix their remuneration.

   As special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions:

   ORDINARY RESOLUTIONS

9. "THAT:

10. subject to paragraph (C) below, pursuant to the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules"), the exercise by the Directors during the Relevant Period (as defined in paragraph (D) below) of all the powers of the Company to allot, issue and deal with the unissued shares in the share capital of the Company and to make or grant offers, agreements and options, including warrants to subscribe for shares of the Company, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

11. the approval in paragraph (A) above shall authorise the Directors during the Relevant Period (as defined in paragraph (D) below) to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period (as defined in paragraph (D) below);

12. the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (A) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (D) below); or (ii) the exercise of any options granted under all share option schemes of the Company adopted from time to time in accordance with the GEM Listing Rules; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company in force from time to time; or (iv) any issue of shares of the Company upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares shall not exceed the aggregate of:

13. 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution; and

14. (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate nominal amount of any share capital of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution), and the authority pursuant to paragraph

15. of this resolution shall be limited accordingly; and

16. for the purposes of this resolution:

    "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:

17. the conclusion of the next annual general meeting of the Company;

18. the expiration of the period within which the next AGM of the Company is required by the bye-laws of the Company or the applicable law(s) of Bermuda to be held; and

19. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;

"Rights Issue" means an offer of shares of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares of the Company open for a period fixed by the Directors to holders of shares of the Company on the Company's register of members on a fixed record date in proportion to their then holdings of shares of the Company (subject to such exclusion 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong)."

20. "THAT:

21. subject to paragraph (B) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (C) below) of all powers of the Company to repurchase shares on The Stock Exchange of Hong Kong Limited ("Stock Exchange"), or any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong ("SFC") and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the SFC, the Stock Exchange as amended from time to time, the bye-laws of the Company and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

22. the aggregate nominal amount of shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (A) during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (A) of this resolution shall be limited accordingly; and

23. for the purposes of this resolution, "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:

24. the conclusion of the next annual general meeting of the Company;

25. the expiration of the period within which the next AGM of the Company is required by the bye-laws of the Company or the applicable law of Bermuda to be held; and

26. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution."

27. "THAT conditional on the passing of resolutions numbered 4 and 5 above, the general mandate granted to the Directors pursuant to paragraph (A) of resolution numbered 4 above be and is hereby extended by the addition to the aggregate nominal amount of the share capital of the Company purchased by the Company pursuant to or in accordance with the authority granted under paragraph (A) of resolution numbered 5 above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of the passing of the said resolution."

    SPECIAL RESOLUTIONS

    As special business, to consider and if thought fit, passing the following resolutions as special resolutions of the Company:

28. "THAT the bye-laws of the Company be and they are amended in the manner described in Appendix III to this circular of the Company to its shareholders dated 25 April 2017 and such amendments to take effect from the date of this resolution."

29. "THAT subject to and conditional upon the passing of special resolution numbered 7 above, an amended and restated bye-laws of the Company, consolidating all of the proposed amendments referred to in special resolution numbered 7 above and all previous amendments made in compliance with applicable laws, a copy of which has been produced to this meeting and marked "A" and initialled by the chairman of the AGM for the purpose of identification, be and are hereby adopted with immediate effect in replacement of the existing bye-laws of the Company."

30. "THAT the maximum number of Directors shall, for the time being, be fixed at twenty

(20) and the Directors be and are hereby authorised to fill any vacancies on the Board and to appoint additional Directors up to the maximum number determined herein or such other maximum number as may be determined from time to time by shareholders of the Company in general meeting and to appoint alternate Directors at their discretion."

By order of the Board

Global Energy Resources International Group Limited Chan Kwok Wing

Chief Executive Officer and Executive Director

Hong Kong, 25 April 2017