Inner Mongolia Energy Engineering : PROPOSED CANDIDATE FOR EXECUTIVE DIRECTOR; DISMISSAL OF EXECUTIVE DIRECTOR; AMENDMENT TO ARTICLES OF ASSOCIATION; NOTICE OF ANNUAL GENERAL MEETING OF 2018 AND SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING OF 2018

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, independent adviser or other professional adviser.

If you have sold or otherwise transferred all your shares in Inner Mongolia Energy Engineering Co., Ltd., you should at once hand this circular and the enclosed revised form of proxy and reply slip 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.

This circular appears for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

INNER MONGOLIA ENERGY ENGINEERING CO., LTD.

內 蒙 古能 源 建設 投資 股份有 限公 司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 01649)

PROPOSED CANDIDATE FOR EXECUTIVE DIRECTOR

DISMISSAL OF EXECUTIVE DIRECTOR

AMENDMENT TO ARTICLES OF ASSOCIATION

NOTICE OF ANNUAL GENERAL MEETING OF 2018

AND

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING OF 2018

All capitalised terms used in this circular have the meanings set out in the section headed "Definitions" of this circular.

The Company will convene the annual general meeting of 2018 at 9:00 a.m. on Friday, December 27, 2019 at the Meeting Room, 8th Floor, Harbour Building, Ordos East Street, Saihan District, Hohhot, Inner Mongolia Autonomous Region, the PRC. Notice and supplemental notice of the AGM are set out on pages AGM-1 to AGM-5 of this circular.

A letter from the Board is set out on pages 2 to 8 of this circular.

Reply slip and revised form of proxy for the use at the AGM have been published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.imeec.cn). If you intend to attend the AGM in person or by proxy, please complete the reply slip despatched by the Company on November 12, 2019 in accordance with the instructions printed thereon and return the same on or before Saturday, December 7, 2019 (Hong Kong time). Any Shareholder who intends to appoint a proxy to attend the AGM shall complete the enclosed revised form of proxy in accordance with the instructions printed thereon and return the same by 9:00 a.m. on Tuesday, December 24, 2019 (Hong Kong time). Completion and return of the revised form of proxy will not preclude you from attending the AGM and voting in person if you so wish.

December 7, 2019

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Notice of Annual General Meeting of 2018 . . . . . . . . . . . . . . . . . . . . . .	AGM-1
Supplemental Notice of Annual General Meeting of 2018 . . . . . . . . . . . . . . . .	AGM-4

- i -

DEFINITIONS

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

"AGM" or "Annual	the annual general meeting of 2018 of the Company to be held at the
General Meeting"	Meeting Room, 8th Floor, Harbour Building, Ordos East Street, Saihan
	District, Hohhot, Inner Mongolia Autonomous Region, the PRC at 9:00 a.m.
	on Friday, December 27, 2019 or any adjournment thereof, the notice and
	supplemental notice of which are set out on pages AGM-1 to AGM-5 of this
	circular
"Articles of Association"	the articles of association of the Company, as amended, modified or
	otherwise supplemented from time to time
"Board"	the board of directors of the Company
"China" or "PRC"	the People's Republic of China, which for the purposes of this circular
	excludes Hong Kong, Macau Special Administrative Region and Taiwan
"Company"	Inner Mongolia Energy Engineering Co., Ltd. (內蒙古能源建設投資股份有限
	公司), a joint stock company incorporated in the PRC with limited liability, the H
	Shares of which are listed on the Main Board of the Stock Exchange (stock code:
	01649)
"Director(s)"	the director(s) of the Company
"Domestic Share(s)"	domestic shares of the Company, being the ordinary shares in the share
	capital of the Company with a nominal value of RMB1.00 each, which are
	subscribed for the paid up in Renminbi
"H Share(s)"	overseas listed foreign invested Share(s) with a par value of RMB1.00 each
	in the share capital of the Company, which are listed on the Stock Exchange
	(stock code: 01649) and are subscribed for in HK dollars
"H Shareholders"	holders of H Shares
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Latest Practicable Date"	December 5, 2019, the latest practicable date prior to the printing of this
	circular for ascertaining certain information herein
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange
"RMB" or "Renminbi"	Renminbi, the lawful currency of the PRC
"Share(s)"	the share(s) of RMB1.00 each of the Company
"Shareholder(s)"	holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited

- 1 -

LETTER FROM THE BOARD

INNER MONGOLIA ENERGY ENGINEERING CO., LTD.

內 蒙 古能 源 建設 投資 股份有 限公 司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 01649)

Members of the Board	Registered Office
Executive Directors:	Harbour Building
Mr. Lu Dangzhu	29 Midwest Lane
Mr. Chao Ketu	Ordos East Street
Mr. Liu Lisheng	Saihan District, Hohhot
	Inner Mongolia Autonomous Region
Non-executive Director:	PRC
Mr. Chen Ming
	Principal Place of Business in Hong Kong
Independent Non-executive Directors:	40th Floor, Sunlight Tower,
Mr. Yue Jianhua	No. 248 Queen's Road East,
Ms. Lau Miu Man	Wanchai, Hong Kong

Mr. Duan Guiying

December 7, 2019

To the Shareholders

Dear Sir or Madam,

PROPOSED CANDIDATE FOR EXECUTIVE DIRECTOR

DISMISSAL OF EXECUTIVE DIRECTOR

AMENDMENT TO ARTICLES OF ASSOCIATION

NOTICE OF ANNUAL GENERAL MEETING OF 2018

AND

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING OF 2018

INTRODUCTION

The purpose of this circular is to provide you with the notice of the annual general meeting of 2018 of the Company and the supplemental notice of annual general meeting of 2018 and, among others, other information, so as to enable you to make an informed decision as to whether to vote for or against the following resolutions concerning the following matters of the Company to be proposed at the AGM:

1. ordinary resolutions to be proposed to consider and approve (i) the nomination of Mr. Niu Jirong as the candidate for an executive Director of the Board of the Company; (ii) the dismissal of the executive Director of the Company; and
2. special resolution to be proposed to consider and approve the amendment to the Articles of Association.
3. • 2 -

LETTER FROM THE BOARD

1. Proposed candidate for executive Director and dismissal of executive Director

Reference is made to the announcement of the Company dated November 11, 2019, relating to changes in chairman and executive director of the Company. According to the actual needs of the Company

to effectively perform the functions of directors, and in accordance with the relevant provisions of the Company Law of the People's Republic of China 《( 中華人民共和國公司法》) and the Articles of Association of Inner Mongolia Energy Engineering Co., Ltd. 《( 內蒙古能源建設投資股份有限公司章 程》), Mr. Lu Dangzhu, an executive director (the "Executive Director") and the chairman of the Company

(the "Chairman"), was expelled from the Communist Party of China (the "Party") and public office, transferred to the procuratorate for investigation and prosecution according to law and unable to perform his duties due to his serious violation of the Party's political discipline, organizational discipline, integrity discipline, work discipline and life discipline, constituted duty violation and suspected accepting bribes and misappropriation of public funds. Mr. Chao Ketu was appointed by the Company as the acting Chairman since February 26, 2019. For details, please refer to the Company's announcement dated February 26, 2019. Based on the proposal of Inner Mongolia Energy Engineering (Group) Co., Ltd., a shareholder of the Company, the Board considered and approved the removal of Mr. Lu Dangzhu from the position of Chairman and Executive Director. The Board has elected Mr. Niu Jirong as the Chairman and Executive Director by submissition to the AGM for an office term to the expiration of the term of the current Board, with effect from the date on which it was approved at the AGM.

Due to Mr. Lu Dangzhu's serious violation of the law and disciplines and his inability to perform the duties as the Chairman and an Executive Director, the Board has removed the appointment of Lu Dangzhu as the Executive Director of the Company by submissition to the AGM, with effect from the date on which it was approved at the AGM.

Details of Mr. Niu Jirong's profile and other information on his appointment are set out as follow:

Mr. Niu Jirong (牛繼榮), aged 55, his primary work experience includes: worked as an engineer at Inner Mongolia Power Testing Research Institute (內蒙古電力試驗研究所) from July 1987 to June

1992; served as the person in charge and deputy chief of the production department of Inner Mongolia Electric Power Administration (內蒙古電管局) from June 1992 to August 1999; served as the deputy chief

engineer, chief engineer and deputy chief of the production department of Inner Mongolia Power (Group) Co., Ltd. (內蒙古電力 (集團) 有限責任公司) from August 1999 to December 2006; served as the director of Inner Mongolia Power Research Institute (內蒙古電力科學研究院) from December 2006 to November

2009; served as the director of the production technology department of Inner Mongolia Power (Group) Co., Ltd. from November 2009 to September 2013; served as the deputy general manager of Inner Mongolia

Power (Group) Co., Ltd. from September 2013 to May 2019; and served as the chairman and the secretary of the Party committee of Inner Mongolia Energy Engineering (Group) Co., Ltd. (內蒙古能源建設投資 (集團) 有限公司) since May 2019.

Mr. Niu graduated from Xi'an Jiaotong University in 1987 with a bachelor's degree in high voltage; and graduated from North China Electric Power University in 2002 with a master's degree in power system automation. He was awarded the professional title of senior engineer in power engineering by the Human Resources and Social Security Department of Inner Mongolia Autonomous Region in December 2010. Mr. Niu will not receive emoluments from the Company for his position as the Executive Director but will receive remuneration from the Company for his position as a member of senior management.

- 3 -

LETTER FROM THE BOARD

As at the date of this circular, save as disclosed above, Mr. Niu does not hold any position with the Company or any member company. He does not have any directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. Save as disclosed above, Mr. Niu does not have any relationship with any directors, supervisors, senior management, substantial shareholders or controlling shareholders of the Company and any of its subsidiaries.

To the knowledge of the Directors, as at the date of this circular, Mr. Niu does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Mr. Niu also confirms that there is no other information relating to his proposed appointment as the Executive Director to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, nor is there any other matter relating to his proposed appointment as the Executive Director that needs to be brought to the attention of the Shareholders of the Company.

(ii) Amendment to Articles of Association

Reference is made to the announcement of the Company dated November 11, 2019 in relation to proposed amendment to the Articles of Association. According to the Reply of the State Council on the

Adjustments to the Time Limit for Notice Period of Convening Shareholders' Meetings and Other Matters applicable to Overseas Listed Companies 《( 國務院關於調整適用在境外上市公司召開股東大會通知期 限等事項規定的批覆》) (Guo Han [2019] No. 97), the requirements of the time limit for notice period of

shareholders' meetings, shareholders' proposal rights and the convening procedures for a joint stock limited

liability company registered in the territory of China and listed overseas shall be uniformly governed by the relevant provisions of the Company Law of the People's Republic of China 《( 中華人民共和國公司

法》), and are no longer governed by the provisions of Articles 20 to 22 of the Special Provisions of the

State Council on the Overseas Offering of Shares and Listings for Joint Stock Limited Liability Companies 《( 國務院關於股份有限公司境外募集股份及上市的特別規定》). Accordingly, the Company intends

to amend the relevant provisions of the Articles of Association regarding the time limit for the notice period of shareholders' meetings, shareholders' proposal rights and the convening procedures (the "Proposed Amendments"). A special resolution will be proposed at the AGM to consider and approve the Proposed Amendments. The Proposed Amendments are as follows:

Before				After
Article 65 When the Company convenes an	Article 65 When the Company convenes a
annual general meeting, shareholders individually	shareholders'	general	meeting,	shareholders
or jointly holding 3% or more	of	the total	individually or jointly holding 3% or more of the
shares of the Company with voting rights are	total shares of the Company with voting rights
entitled to propose in writing to the Company	are entitled to propose in writing to the Company
any new resolutions and submit to the convener	any new resolutions and submit to the convener
10 days before the meeting. The	convener of	10 days before the meeting. The	convener of
the shareholders' general meeting shall make a	the shareholders' general meeting shall make a
supplementary notice to other shareholders within	supplementary notice to other shareholders within
two days upon the receipt of the resolutions	two days upon the receipt of the resolutions
and the resolutions, if within the powers of the	and the resolutions, if within the powers of the
shareholders' general meeting,	are	required	shareholders'	general	meeting,	are required
to be added to the agenda of that meeting for	to be added to the agenda of that meeting for
consideration at the shareholders' general meeting.	consideration at the shareholders' general meeting.

- 4 -

LETTER FROM THE BOARD

Before		After
Article 66 When the Company convenes a	Article	66 When the Company	convenes
shareholders' general meeting, it shall issue a	an annual general meeting, it	shall inform
written notice within 45 days prior to the meeting	the shareholders of the time	and	place of
(inclusive of the day on which the meeting is held)	the meeting as well as the matters to be
informing all the registered shareholders of the	considered 20 days prior to the meeting; for an
matters to be considered at the meeting as well as	extraordinary general meeting, it shall inform
the date and place of the meeting. Shareholders	shareholders of the same 15 or 10 (whichever
who intend to attend the shareholders' general	is earlier) workdays prior to the meeting. For
meeting shall, within 20 days prior to the meeting,	notices given under this article, the date posted
deliver a written reply to the Company confirming	shall be the date of delivering the relevant notice to
his/her attendance at the meeting. For notices	post office by the Company or the share registrar
given under this article, the date posted shall be the	engaged by the Company.
date of delivering the relevant notice to post office
by the Company or the share registrar engaged by	Unless	otherwise provided by	these	articles,
the Company.	the notice of the shareholders' general meeting
	shall be sent to shareholders (regardless of their
Unless otherwise provided by these articles,	voting rights at the shareholders' general meeting)
the notice of the shareholders' general meeting	by hand or pre-paid post to the address of the
shall be sent to shareholders (regardless of their	recipient as specified in the register of members. In
voting rights at the shareholders' general meeting)	respect of the domestic shareholders, the notice of
by hand or pre-paid post to the address of the	the shareholders' general meeting may be made by
recipient as specified in the register of members. In	way of public announcement.
respect of the domestic shareholders, the notice of
the shareholders' general meeting may be made by	The announcement as mentioned in the preceding
way of public announcement.	paragraph shall be published in one or more
	newspapers designated by the securities regulatory
The announcement as mentioned in the preceding	authority of the State Council within the period of
paragraph shall be published in one or more	20 to 25 days prior to an annual general meeting
newspapers designated by the securities regulatory	and 15 to 20 days prior to an extraordinary
authority of the State Council within the period of	general meeting. Once announced, all domestic
45 to 50 days before the meeting. Once announced,	shareholders shall be deemed to have received
all domestic shareholders shall be deemed to have	the notice of the relevant shareholders' general
received the notice of the relevant shareholders'	meeting.
general meeting.
	The announcement to shareholders of overseas
The announcement to shareholders of overseas	listed foreign shares shall be published on the
listed foreign shares shall be published on the	website designated by the Hong Kong Stock
website designated by the Hong Kong Stock	Exchange and the website of the Company. Once
Exchange and the website of the Company. Once	such an announcement is made, all holders of the
such an announcement is made, all holders of the	overseas listed shares shall be deemed to have
overseas listed shares shall be deemed to have	received the notice of the relevant shareholders'
received the notice of the relevant shareholders'	general meeting.
general meeting.

- 5 -

LETTER FROM THE BOARD

Before	After
Article 67 The Company shall calculate the	Article 67 Matters which are not included in
number of shares with voting rights represented	the notices set out in Articles 65 and 66 herein
by the shareholders who intend to attend the	shall not be resolved at a shareholders' general
shareholders' general meeting in accordance with	meeting.
the written replies received 20 days before the
meeting is convened. In the event that the number
of shares with voting rights represented by the
shareholders who intend to attend reaches more
than one half of the total number of shares with
voting rights, the Company may convene the
shareholders' general meeting. If this requirement
is not met, the Company shall again inform the
shareholders of the matters to be deliberated at
and the date and venue of the meeting within
five days in the form of an announcement
before the shareholders' general meeting may be
convened. After making such announcement, the
shareholders' general meeting may be convened.
An extraordinary general meeting shall not decide
on any matter not stated in the notice of the
meeting.
Article 95 Written notices of a class meeting	Article 95 Where the Company convenes a class
convened by the Company shall be dispatched 45	meeting, the time limit for issuing a written
days prior to the date of the class meeting to all	notice shall be the same as the written notice
shareholders of such class whose names appear	period for the non-class shareholders meeting
on the register of shareholders, specifying the	to be convened on the same day of such class
matters to be considered and the date and venue	meeting. The written notice shall notify all the
of the meeting. Shareholders who intend to attend	registered shareholders of the said class of the
the meeting shall serve on the Company written	matters to be considered at the meeting, and the
replies of their intention to attend 20 days prior to	date and venue of the meeting. When calculating
the date of the meeting, excluding the date of the	the time limit, the date of meeting shall not be
meeting. When calculating the time limit, the date	included.
of meeting shall not be included.

- 6 -

LETTER FROM THE BOARD

Before	After
If the number of shares carrying voting rights at	Where the listing rules in the place where the
such meeting held by shareholders who intend	shares of the Company are listed have other
to attend such meeting reaches one-half or more	specific provisions, such provisions shall prevail.
of the total number of shares of a class carrying
voting rights at such meeting, the Company may
convene such class meeting; if not, the Company
shall further notify the shareholders by way of
announcement within five days thereof specifying
the matters to be considered and the date and
venue of the meeting. After such announcement is
given, the Company may then convene the class
meeting.
Where the listing rules in the place where the
shares of the Company are listed have other
specific provisions, such provisions shall prevail.

CLOSURE OF REGISTER OF MEMBERS

The Company will convene the AGM on December 27, 2019. The register of members of the Company will be closed from November 27, 2019 to December 27, 2019 (both days inclusive), during which no transfers of Shares shall be effected. Shareholders whose names appear on the Company's register of members on November 27, 2019 will be entitled to attend and vote at the AGM. In order for holders of H Shares of the Company to qualify for attending and voting at the AGM, transfers of Shares must be lodged with H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares), or the registered office of the Company at Room 1103, 11th floor, Harbour Building, Ordos East Street, Saihan District, Hohhot, Inner Mongolia Autonomous Region, the PRC (for holders of Domestic Shares), no later than 4:30 p.m. on November 26, 2019.

VOTING AT THE AGM

According to Rule 13.39(4) of the Listing Rules, unless the Chairman decides on good faith that a show of hand is allowed for any resolution in relation to procedures or administrative issues, any vote by the Shareholders in any general meeting of the Company shall be conducted by poll. As such, the Chairman of the AGM will, pursuant to Article 78 of the Articles of Association, demand vote by poll for every resolution proposed at the AGM.

During a poll vote, every Shareholder present in person or by proxy (or, in the case of a member being a corporation, by its duly authorized representative) shall have one vote for each share registered in the Shareholder's name in the register of members. According to Article 80 of the Articles of Association, a Shareholder (including proxy) entitled to two or more votes is under no obligation to cast all his/her votes for or against any resolution.

- 7 -

LETTER FROM THE BOARD

RECOMMENDATION

The Board believes that the resolutions mentioned above are in the best interest of the Company and its Shareholders as a whole. Therefore, the Board recommends the Shareholders to vote for the relevant resolutions to be proposed at the AGM as set out in the notice and supplemental notice of the AGM.

By Order of the Board

Inner Mongolia Energy Engineering Co., Ltd.

Chao Ketu

Executive Director

- 8 -

NOTICE OF ANNUAL GENERAL MEETING OF 2018

INNER MONGOLIA ENERGY ENGINEERING CO., LTD.

內 蒙 古能 源 建設 投資 股份有 限公 司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 01649)

NOTICE OF ANNUAL GENERAL MEETING OF 2018

NOTICE IS HEREBY GIVEN THAT the annual general meeting of 2018 (the "AGM") of Inner Mongolia Energy Engineering Co., Ltd. (內蒙古能源建設投資股份有限公司) (the "Company") will

be held at the Meeting Room, 8th Floor, Harbour Building, Ordos East Street, Saihan District, Hohhot, Inner Mongolia Autonomous Region, the PRC at 9:00 a.m. on Friday, December 27, 2019 for the following purposes:

ORDINARY RESOLUTION

1. To consider and approve the resolution in relation to the nomination of Mr. Niu Jirong as the candidate for an executive director of the Board of the Company.

SPECIAL RESOLUTION

2. To consider and approve the resolution in relation to the amendment to the Company's articles of association.

Closure of Register of Members

The Company will convene the AGM on December 27, 2019. The register of members of the Company will be closed from November 27, 2019 to December 27, 2019 (both days inclusive), during which no transfers of shares shall be effected. Shareholders whose names appear on the Company's register of members on November 27, 2019 will be entitled to attend and vote at the AGM. In order for holders of H shares of the Company to qualify for attending and voting at the AGM, transfers of shares must be lodged with H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H shares), or the registered office of the Company at Room 1103, 11th Floor, Harbour Building, Ordos East Street, Saihan District, Hohhot, Inner Mongolia Autonomous Region, the PRC (for holders of domestic shares), no later than 4:30 p.m. on November 26, 2019.

By order of the Board

Inner Mongolia Energy Engineering Co., Ltd.

Chao Ketu

Chairman

Inner Mongolia, PRC, November 12, 2019

As at the date of this announcement, the executive directors of the Company are Mr. LU Dangzhu, Mr. CHAO Ketu and Mr. LIU Lisheng; the non-executive director of the Company is Mr. CHEN Ming; and the independent non-executive directors of the Company are Mr. YUE Jianhua, Ms. LAU Miu Man and Mr. DUAN Guiying.

- AGM-1 -

NOTICE OF ANNUAL GENERAL MEETING OF 2018

Notes:

1. All votes of resolutions at the AGM will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.imeec.cn) in accordance with the Listing Rules.
2. Any shareholders entitled to attend and vote at the AGM can appoint one or more proxies to attend and vote at the AGM on his/her behalf. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and type of shares in respect of which each proxy is so appointed.
3. Shareholders shall appoint their proxies in writing. The form of proxy shall be signed by the shareholder or his/her/ its attorney who has been authorized in writing. If the shareholder is a corporation, the form of proxy shall be affixed with the corporation's seal or signed by its director, or its attorney duly authorized in writing. If the form of proxy is signed by the attorney of the shareholder, the power of attorney or other authorization document shall be notarized. For shareholders of domestic shares, the aforementioned documents must be lodged with the company secretaries of the Company, at Room 1103, 11th Floor, Harbour Building, Ordos East Street, Saihan District, Hohhot, Inner Mongolia Autonomous Region, the PRC not less than 24 hours before the time appointed for holding the AGM (by 9:00 a.m. on Tuesday, December 24, 2019 (Hong Kong time)) or any adjournment thereof, and for shareholders of H shares, the aforementioned documents must be lodged with the H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for holding the AGM (by 9:00 a.m. on Tuesday, December 24, 2019 (Hong Kong time)) or any adjournment thereof in order for such documents to be valid. Completion and delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed invalid.
4. Shareholders who intend to attend the AGM (in person or by proxy) shall complete and deliver the reply slip of AGM to the company secretaries of the Company, at Room 1103, 11th Floor, Harbour Building, Ordos East Street, Saihan District, Hohhot, Inner Mongolia Autonomous Region, the PRC (Fax No.: [phone]) (for shareholders of domestic shares), or the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (Fax No.:[phone]) (for shareholders of H shares) by personal delivery, mail or fax on or before Saturday, December 7, 2019.
5. Shareholders shall produce their identification documents when attending the AGM.
6. If a proxy attends the AGM on behalf of a shareholder, he/she should produce his/her identification document and the power of attorney or other documents signed by the appointer or his/her attorney, which specifies the date of its issuance. If a representative of a corporate shareholder attends the AGM, such representative shall produce his/her identification document and the notarized copy of the resolution passed by the board of directors or other authority or other notarized copy of any authorization documents issued by such corporate shareholder.

- AGM-2 -

NOTICE OF ANNUAL GENERAL MEETING OF 2018

1. The AGM is expected to last for half a day. Shareholders who attend the AGM (in person or by proxy) shall bear their own travelling, accommodation and other expenses.
2. The contact of the Company:

Address:	Inner Mongolia Energy Engineering Co., Ltd.
	Meeting Room, 11th Floor, Harbour Building,
	Ordos East Street, Saihan District, Hohhot, Inner Mongolia Autonomous Region, PRC
Postal Code:	010020
Telephone:	[phone]
Contact Person:	Yang Feng
Facsimile:	[phone]

1. All times refer to Hong Kong local time, except as otherwise stated.

- AGM-3 -

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING OF 2018

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.

INNER MONGOLIA ENERGY ENGINEERING CO., LTD.

內 蒙 古能 源 建設 投資 股份有 限公 司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 01649)

SUPPLEMENTAL NOTICE OF

ANNUAL GENERAL MEETING OF 2018

Reference is made to the notice of the annual general meeting (the "AGM Notice") of Inner Mongolia Energy Engineering Co., Ltd. (內蒙古能源建設投資股份有限公司) (the "Company") dated November 12,

2019, containing the time and venue of and the resolutions to be proposed to the shareholders of the Company (the "Shareholders") at the Annual General Meeting of 2018 of the Company (the "AGM") for their consideration and approval.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN THAT the AGM will be held as scheduled for the following purpose, other than resolutions set out in the AGM Notice:

1. To consider and approve the resolution in relation to the dismissal of an executive director of the Company.

By order of the Board

Inner Mongolia Energy Engineering Co., Ltd.

Chao Ketu

Executive Director

Inner Mongolia, PRC, December 7, 2019

As at the date of this announcement, the executive directors of the Company are Mr. LU Dangzhu, Mr. CHAO Ketu and Mr. LIU Lisheng; the non-executive director of the Company is Mr. CHEN Ming; and the independent non-executive directors of the Company are Mr. YUE Jianhua, Ms. LAU Miu Man and Mr. DUAN Guiying.

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SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING OF 2018

Notes:

1. Other than newly proposed resolution, all resolutions set out in the AGM Notice remained unchanged. For details of other resolutions and other related matters to be considered at the AGM, please refer to the AGM Notice and the circular for the AGM.
2. Due to the absence of newly proposed resolution which is set out in this supplemental notice in the proxy form dated November 12, 2019 (the "Original Proxy Form"), a new proxy form (the "Revised Proxy Form") has been prepared and will be delivered together with this supplemental circular.
3. Revised Proxy Form for the use at the AGM is enclosed in this supplemental notice and has been published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.imeec.cn). Whether you attend the AGM or not, please complete and return the enclosed Revised Proxy Form in accordance with the instructions printed thereon no later than 24 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be). Completion and return of the Revised Proxy Form will not preclude you from attending the AGM and voting in person if you so wish.
4. If a Shareholder has not yet returned the Original Proxy Form in accordance with the instructions printed thereon, and wishes to appoint a proxy to attend the meeting on his/her behalf, he/she is required to submit the Revised Proxy Form. In this case, the Shareholder shall not submit the Original Proxy Form.
5. If a Shareholder has already returned the Original Proxy Form in accordance with the instructions printed thereon, he/ she should note that:
6. 1. If no Revised Proxy Form is returned by the Shareholder, the Original Proxy Form will be treated as a valid form of proxy lodged by the Shareholder if duly completed. The proxy appointed under the Original Proxy Form will also be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the AGM, including the additional proposed resolutions as set out in the circular and the revised notice of AGM.
   2. If the Revised Proxy Form is returned by the Shareholder not less than 24 hours before the time for holding the AGM, the Revised Proxy Form will be treated as a valid form of proxy lodged by the Shareholder if duly completed.
   3. If the Revised Proxy Form is returned by the Shareholder after the closing time set out in the revised notice of AGM, the Revised Proxy Form will be deemed invalid. It will not revoke the Original Proxy Form previously lodged by the Shareholder. The Original Proxy Form will be treated as a valid form of proxy lodged by the Shareholder if duly completed. The proxy appointed under the Original Proxy Form will also be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the AGM, including the additional proposed resolutions as set out in the circular and the revised notice of AGM.
7. Completion and return of the Revised Proxy Form will not preclude you from attending and voting at the meeting if you so wish. In such event, the instrument appointing a proxy shall be deemed invalid.

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