Changfeng Energy Inc.
TSX VENTURE : CFY

Changfeng Energy Inc.

June 30, 2017 15:13 ET

Changfeng Announces Shareholder Approval of Loan Discharge Resolution

TORONTO, ONTARIO--(Marketwired - June 30, 2017) - Changfeng Energy Inc. (TSX VENTURE:CFY) ("Changfeng" or the "Corporation") announced that at its annual and special meeting of shareholders (the "Meeting") held earlier today, shareholders voted in favour of an ordinary resolution (the "Loan Discharge Resolution") to approve a Loan Discharge Agreement pursuant to which, among other things, Changfeng will repay indebtedness owed to Mr. Huajun Lin, the majority shareholder and Chair and Chief Executive Officer of the Corporation, and a related party of the Corporation, for an aggregate amount of Chinese RMB 36,000,000. A total of 53,830,632 common shares of Changfeng ("Common Shares") (84.46% of outstanding Common Shares) were represented in person or by proxy at the Meeting.

The Loan Discharge Resolution was passed by vote conducted by ballot. The results of the ballot were 49,161,199 Common Shares (91.38%) voting for the Loan Discharge Resolution and 4,639,433 Common Shares (8.62%) voting against.

Pursuant to the requirements of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the Loan Discharge Resolution was required to be approved by a majority of votes cast by shareholders excluding Mr. Lin and any "related parties" or "joint actors" (as those terms are defined in MI 61-101). Accordingly, in addition to obtaining approval of the Loan Discharge Resolution by a majority of the votes cast by all shareholders present in person or by proxy at the Meeting, approval was sought from a simple majority of the votes cast at the Meeting in person or by proxy, excluding votes cast in respect of 34,375,000 Common Shares held in aggregate by Mr. Lin (50,000 Common Shares) and his related parties and/or joint actors: Godfrey Partnership (1,375,000 Common Shares), CF Energy (BVI) Limited (32,750,000 Common Shares) and Ann Siyin Lin (200,000 Common Shares). The results of this "majority of the minority" vote were 14,786,199 Common Shares (76.12%) voted in favour of the Loan Discharge Resolution and 4,639,433 Common Shares (23.88%) voted against.

More information regarding the Loan Discharge Resolution can be found in the Management Proxy Circular (the "Circular") dated June 1, 2017 and Changfeng's press release dated June 23, 2017, both of which are available on SEDAR at www.sedar.com.

Changfeng also announced today that the six nominees listed in the Circular were elected as directors at the Meeting. The vote was conducted by a show of hands. Proxies received by management in advance of the meeting indicated the following:

Director Votes For Votes Withheld
Wencheng Zhang 50,816,699 94.45% 2,983,933 5.55%
Dan Liu 50,816,699 94.45% 2,983,933 5.55%
Hui Cai 50,816,699 94.45% 2,983,933 5.55%
Huajun Lin 51,450,032 95.63% 2,350,600 4.37%
Yongbiao "Winfield" Ding 50,816,699 94.45% 2,983,933 5.55%
Yan Zhao 50,816,699 94.45% 2,983,933 5.55%

Furthermore, by resolution passed by a vote conducted by a show of hands, Deloitte Touche Tohmatsu ("Deloitte") was re-appointed as auditor of Changfeng until the next annual general meeting or until a successor is appointed. Proxies received by management in advance of the Meeting indicated that votes for the re-appointment of Deloitte as auditor of Changfeng were 53,720,632 (99.80%).

About Changfeng Energy Inc.

Changfeng Energy Inc. is a natural gas service provider with operations located throughout the People's Republic of China. The Corporation services industrial, commercial and residential customers, providing them with natural gas for heating purposes and fuel for transportation. The Corporation has developed a significant natural gas pipeline network as well as urban gas delivery networks, stations, substations and gas pressure regulating stations in Sanya City & Haitang Bay. Through its network of pipelines, the Corporation provides safe and reliable delivery of natural gas to both homes and businesses. The Corporation is headquartered in Toronto, Ontario and its shares trade on the Toronto Venture Exchange under the trading symbol "CFY". For more information, please visit the Corporation's website at www.changfengenergy.com.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

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