AAG Energy : PROPOSED RE-ELECTION OF RETIRING DIRECTORS, PROPOSED RENEWAL OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES, PROPOSED RENEWAL OF ANNUAL MANDATE TO ISSUE SHARES UNDER THE POST-IPO RSU SCHEME, PROPOSED ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION 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, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in AAG Energy Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or 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.

AAG Energy Holdings Limited ԭߕঐ๕છٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2686)

PROPOSED RE-ELECTION OF RETIRING DIRECTORS, PROPOSED RENEWAL OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES, PROPOSED RENEWAL OF ANNUAL MANDATE TO ISSUE SHARES

UNDER THE POST-IPO RSU SCHEME,

PROPOSED ADOPTION OF NEW MEMORANDUM AND

ARTICLES OF ASSOCIATION

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM of AAG Energy Holdings Limited to be held at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Friday, May 20, 2022 at 9:30 a.m. set out on pages 88 to 93 of this circular. A form of proxy for use at the AGM is also enclosed. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.aagenergy.com).

Whether or not you propose to attend and vote at the AGM, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM if you so desire. If you attend and vote at the AGM, the form of proxy will be revoked.

In compliance with the HKSAR Government's directive on social distancing, personal and environmental hygiene, and the guidelines issued by the Centre for Health Protection of the Department of Health on the prevention of coronavirus disease 2019 (COVID-19), the Company will implement additional precautionary measures at the AGM including, without limitation:

• . compulsory body temperature screening;

• . mandatory use of surgical face masks;

• . mandatory health declaration - anyone subject to quarantine, has any flu-like symptoms or has travelled overseas within 14 days immediately before the AGM (''recent travel history''), or has close contact with any person under quarantine or with recent travel history will not be permitted to attend the AGM;

• . anyone attending the AGM is reminded to observe good personal hygiene at all times;

• . No corporate gifts will be distributed and no refreshments will be served; and

• . appropriate distancing and spacing in line with the guidance from the HKSAR Government will be maintained and as such, the Company may limit the number of attendees at the AGM as may be necessary to avoid over-crowding.

In light of the continuing risks posed by the COVID-19 pandemic, the Company strongly encourages Shareholders NOT to attend the AGM in person, and advises Shareholders to appoint the Chairman of the AGM or any Director or Company Secretary of the Company as their proxy to vote according to their indicated voting instructions as an alternative to attending the AGM in person. Shareholders are advised to read the leaflet attached to this circular for further detail and monitor the development of COVID-19. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

April 19, 2022

CONTENTS

Page

DEFINITIONS ..................................................................... 1

LETTER FROM THE BOARD ..................................................... 5

APPENDIX I

1.	Introduction ...............................................................	5
2.	ProposedRe-electionofRetiringDirectors ..................................	6
3.	Proposed Renewal of General Mandate to Repurchase Shares . . . . . . . . . . . . . . . .	7
4.	Proposed Renewal of General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . .	7
5.	Proposed Renewal of Annual Mandate to
IssueSharesunderthePost-IPORSUScheme .............................	8
6.	Proposed Adoption of the New Memorandum
andArticlesofAssociation ...............................................	9
7.	Recommendation ..........................................................	10
8.	ResponsibilityStatement ...................................................	10
9.	AnnualGeneralMeetingandProxyArrangement ............................	10
11
15
19
22
88

APPENDIX IIAPPENDIX IIIAPPENDIX IV

• - PARTICULARS OF RETIRING DIRECTORS PROPOSED

  FOR RE-ELECTION AT THE AGM .......................

• - EXPLANATORY STATEMENT ON THE

  SHARE REPURCHASE MANDATE .......................

• - INFORMATION REGARDING THE POST-IPO

  RSU SCHEME AND THE ANNUAL MANDATE ...........

• - PROPOSED ADOPTION OF NEW MEMORANDUM AND

ARTICLES OF ASSOCIATION ............................

NOTICE OF ANNUAL GENERAL MEETING .....................................

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

''2021 AGM''

the annual general meeting of the Company held on May 13, 2021

''AGM''

an annual general meeting of the Company to be held at 24/ F, Admiralty Centre I, 18 Harcourt Road, Hong Kong at 9:30 a.m. on Friday, May 20, 2022, to consider and, if desirable, to approve the proposed resolutions as set out in the notice of such meeting which is set out on pages 88 to 93 of this circular, or any adjournment thereof

''Annual Mandate''

a specific and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to grant RSUs pursuant to the Post-IPO RSU Scheme in respect of underlying Shares not exceeding 2.0% of the Shares in issue as at the date of passing the proposed ordinary resolution No. 8 as set out in the notice of the AGM

''Applicable Period''

the period from the date of passing the resolution granting the Annual Mandate, to the earliest of (a) the conclusion of the next annual general meeting of the Company; (b) the end of the period within which the Company is required by any applicable laws or by the Articles to hold the next annual general meeting of the Company; and (c) the date on which the Annual Mandate is varied or revoked by an ordinary resolution of the Shareholders in a general meeting of the Company

''Articles of Association'' or ''Articles''

the articles of association of the Company, as amended from time to time

''associates''

has the same meaning as ascribed to it under the Listing Rules

''Board''

board of Directors

''BVI''

''CBM''

''Chairman''

British Virgin Islands coalbed methane chairman of the Board

''China'' or ''PRC''

People's Republic of China, except where the context requires otherwise, excluding Hong Kong, Macau Special Administrative Region and Taiwan

''close associate(s)''

has the same meaning as ascribed to it under the Listing Rules

''Company''

AAG Energy Holdings Limited (previously known as AAG Energy Inc.), a company incorporated in the Cayman Islands with limited liability on December 23, 2014, with its Shares listed on the Main Board of the Stock Exchange (Stock Code: 2686)

''connected person(s)''

has the same meaning as ascribed to it under the Listing Rules

''core connected person(s)''

has the same meaning as ascribed to it under the Listing Rules

''Director(s)''

the director(s) of the Company

''Eligible Person(s)''

person(s) eligible to receive awards under the Post-IPO RSU Scheme, who could be existing employees, Directors or officers of the Company, or other companies of the Group

''Existing Memorandum and

Articles of Association''

the amended and restated memorandum and articles of association of the Company conditionally adopted by written resolutions of the sole shareholder of the Company passed on 5 June 2015 and became effect from 23 June 2015

''Group''

''HK$''

the Company and its subsidiaries the lawful currency of Hong Kong

''Hong Kong''

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

''Issuance Mandate''

a general mandate proposed to be granted to the Directors to exercise all powers of the Company to allot, issue and deal with any Shares or securities convertible to Shares and to make an offer or agreement or grant an option (including but not limited to warrants, options, bonds, notes, securities and debentures conferring any rights to subscribe for or otherwise receive Shares) which would or might require the exercise of such power, during the period as set out in the proposed ordinary resolution No. 6 as set out in the notice of the AGM not exceeding 20% of the total number of issued shares of the Company as at the date of passing of proposed ordinary resolution No. 6 as set out in the notice of the AGM

''Latest Practicable Date''

April 10, 2022, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular

''Listing Committee''

has the same meaning as defined in the Listing Rules

''Listing Rules''

the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time

''Main Board''

the stock exchange (excluding the option market) operated by the Stock Exchange which is independent from and operated in parallel with the GEM of the Stock Exchange. For the avoidance of doubt, the Main Board excludes the GEM

''Memorandum of Association''

the memorandum of association of the Company, as amended from time to time

''New Memorandum and

Articles of Association''

the second amended and restated memorandum of association and articles of association of the Company set out in Appendix IV of this circular (with proposed changes marked up against the conformed version of the Existing Memorandum and Article of Association posted on the website of the Stock Exchange) proposed to be adopted by the Shareholders at the AGM

''Option(s)''

an option or right to purchase Shares under the Pre-IPO Share Option Scheme

''Post-IPO RSU Scheme''

the post-IPO restricted share unit scheme adopted by the Company on June 5, 2015, which took effect on June 23, 2015. Details of the Post-IPO RSU Scheme and RSUs granted thereunder are set out in the section headed ''Appendix V - Statutory and General Information - E. Post-IPO RSU Scheme'' in the Prospectus

''Pre-IPO Share Option

Scheme''

the pre-IPO share option scheme adopted by the Board on March 31, 2015 and effective on the same date, under which Options are awarded to eligible participants. Details of Pre-IPO Share Option Scheme and Options granted thereunder are set out in the section headed ''Appendix V - Statutory and General Information - D. Pre-IPO Share Option Scheme'' in the Prospectus

''Prospectus''

the prospectus of the Company published on June 11, 2015

''RMB''

Renminbi, the lawful currency of China