China Smarter Energy : APPOINTMENT OF EXECUTIVE DIRECTOR, NON-EXECUTIVE DIRECTOR, CHAIRMAN OF THE BOARD, CHAIRMAN OF NOMINATION COMMITTEE, CHIEF EXECUTIVE OFFICER, AUTHORIZED REPRESENTATIVE AND PROCESS AGENT OF THE COMPANY

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CHINA SMARTER ENERGY GROUP HOLDINGS LIMITED ʕ਷౽ᅆঐ๕ණྠછٰϞࠢʮ̡*

(Incorporated in Bermuda with limited liability)

(Stock Code: 1004)

APPOINTMENT OF EXECUTIVE DIRECTOR,

NON-EXECUTIVE DIRECTOR,

CHAIRMAN OF THE BOARD, CHAIRMAN OF NOMINATION COMMITTEE,

CHIEF EXECUTIVE OFFICER, AUTHORIZED REPRESENTATIVE AND

PROCESS AGENT OF THE COMPANY

APPOINTMENT OF EXECUTIVE DIRECTOR, CHAIRMAN OF THE BOARD, CHAIRMAN OF NOMINATION COMMITTEE, CHIEF EXECUTIVE OFFICER, AUTHORIZED REPRESENTATIVE AND PROCESS AGENT

The board of directors (the "Board") of China Smarter Energy Group Holdings Limited (the "Company" together with its subsidiaries, the "Group") is pleased to announce that with effect from 15 March 2021, Mr. Xu Daivd Hua ("Mr. Xu") has been appointed as (i) executive director; (ii) chairman of the Board; (iii) chairman of the nomination committee; (iv) chief executive officer; (v) authorized representative of the Company (the "Authorised Representative") under Rule 3.05 of the Rules Governing the Listing of Securities of The Stock Exchange of Hong Kong Limited (the "Listing Rules"); and (vi) the authorized representative to accept service of process or notice on behalf of the Company in Hong Kong (the "Process Agent").

The biographical details of Mr. Xu are set out as follows:

Mr. Xu, aged 57, obtained a bachelor degree in electrical engineering from Zhejiang University and a master degree in business administration from the Peking University Guanghua School of Management in 1985 and 2005 respectively. Mr. Xu was the chief executive officer and chief operating officer of Jiawei New Energy Co., Ltd* from March 2006 to December 2010. From March 2011 to December 2013, Mr. Xu was the vice chief executive officer of Shanghai Gorgeous Investment Development Company Limited*, and from 2014 onwards, Mr. Xu joined Shanghai Guxin Asset Management Co., Ltd.* and holds the position of chief executive officer.

Mr. Xu has entered into a letter of appointment for his position as executive director, chairman of the Board and chief executive officer with no specific term commencing from 15 March 2021, which may be terminated by either party giving to the other not less than one month's prior notice in writing. Mr. Xu is entitled to a monthly salary of HK$200,000 with discretionary bonus which will be determined by the Board after considering a range of factors including his experience, his duties and responsibilities in the Group, the remuneration structure of the Group and levels of remuneration for peers in the market. His directorship is subject to retirement by rotation and re-election of the Company in accordance with the bye-laws of the Company.

Mr. Xu is beneficially interested in 3,182,000 ordinary shares of the Company. Save as disclosed herein, Mr. Xu does not have, and is not deemed to have, any other interests or short positions in any shares, underlying shares or debentures of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO").

Save as disclosed above, as at the date of this announcement, Mr. Xu (i) has not held any positions with the Company and other members of the Group; (ii) has not held any other directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (iii) does not have any other major appointments and professional qualifications; (iv) does not have any other relationship with any directors, senior management or substantial or controlling shareholders of the Company; and (v) does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

As Mr. Xu is appointed as both the chairman of the Board and the chief executive officer of the Company, such practice deviates from code provision A.2.1 of the Corporate Governance Code as set forth in Appendix 14 to the Listing Rules (the "CG Code"). The Board believes that, and considering the qualifications and experience of Mr. Xu, vesting the roles of both the chairman of the Board and the chief executive officer in the same person can facilitate the execution of the Group's business strategies and boost effectiveness of its operation. Therefore, the Board considers that the deviation from the code provision A.2.1 of the CG Code is appropriate in such circumstance.

APPOINTMENT OF NON-EXECUTIVE DIRECTOR

The Board is also pleased to announce that with effect from 15 March 2021, Mr. Chen Lei ("Mr. Chen") has been appointed as non-executive director of the Company.

The biographical details of Mr. Chen are set out as follows:

Mr. Chen, aged 42, obtained his bachelor degree from the University of Western Ontario and his master degrees from the New York University Stern School of Business and Hong Kong University of Science and Technology. Mr. Chen previously served in UBS AG, Lehman Brother Asia Limited, Nomura International (Hong Kong) Limited, and from December 2013 onwards, Mr. Chen joined Shenzhen Tongce Equity Investment Management Co., Ltd.* as a founding partner and currently holds the position of chairman of its board.

Mr. Chen has entered into a letter of appointment for his position as non-executive director with no specific term commencing from 15 March 2021, which may be terminated by either party giving to the other not less than one month's prior notice in writing. Mr. Chen is not entitled to receive remuneration for his position as non-executive director but is entitled to discretionary bonus which will be determined by the Board after considering a range of factors including his experience, his duties and responsibilities in the Group, the remuneration structure of the Group and levels of remuneration for peers in the market. His directorship is subject to retirement by rotation and re-election of the Company in accordance with the bye-laws of the Company.

Mr. Chen is beneficially interested in 51% issued share capital of Multiple Upbeat Investments Limited which is interested in 74,276,000 ordinary shares of the Company. Save as disclosed herein, Mr. Chen does not have, and is not deemed to have, any other interests or short positions in any shares, underlying shares or debentures of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, as at the date of this announcement, Mr. Chen (i) has not held any positions with the Company and other members of the Group; (ii) has not held any other directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (iii) does not have any other major appointments and professional qualifications; and (iv) does not have any other relationship with any directors, senior management or substantial or controlling shareholders of the Company; and (v) does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

In addition, save as disclosed above, there is no other information required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters in connection with the appointments of Mr. Xu as executive director and chairman of the Board and Mr. Chen as non-executive director of the Company that need to be brought to the attention of the shareholders of the Company.

The Board would like to express its welcome to Mr. Xu and Mr. Chen for joining the Board.

By order of the Board

China Smarter Energy Group Holdings Limited

Xu Daivd Hua

Chairman and Chief Executive Officer

Hong Kong, 15 March 2021

As at the date of this announcement, Mr. Xu Daivd Hua, Mr. Hu Hanyang, Mr. Weng Xiaoquan, Mr. Bo Dateng and Mr. Chen Xiaxuan are the executive directors of the Company; Mr. Chen Lei is the non-executive director of the Company and Mr. Lam Cheung Mau, Mr. Pun Hau Man and Mr. Wang Yuzhou are the independent non-executive directors of the Company.

* For identification purpose only