China Suntien Green Energy : NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING IN 2019

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CHINA SUNTIEN GREEN ENERGY CORPORATION LIMITED*

新 天 綠 色 能 源 股 份 有 限 公 司

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

(Stock Code: 00956)

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING IN 2019

NOTICE IS HEREBY GIVEN that the second extraordinary general meeting in 2019 of China Suntien Green Energy Corporation Limited* (the "Company") (the "EGM") will be held at 9:00 a.m. on Tuesday, 26 November 2019 at the Conference Room, 5th Floor, Yun-Ray Ambassador Hotel, Shijiazhuang City, Hebei Province, the People's Republic of China (the "PRC"), for the purpose of considering and, if thought fit, passing the following resolutions:

SPECIAL RESOLUTIONS

1. To consider and approve the resolution on the public registration of the Company for issuance of medium-term notes of not exceeding RMB1.0 billion (details of which please refer to the appendix to this notice).
2. To consider and approve the resolution on the public registration of the Company for issuance of super short-term commercial papers of not exceeding RMB2.0 billion (details of which please refer to the appendix to this notice).

By order of the Board of Directors

China Suntien Green Energy Corporation Limited

Mei Chun Xiao

Executive Director and President

Shijiazhuang City, Hebei Province, the PRC, 11 October 2019

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Notes:

1. Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by way of a poll. Accordingly, each of the resolutions set out in this notice of EGM will be voted by poll. Results of the poll voting will be published on the Company's website at www.suntien.com and the HKEXnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the EGM.
2. Any shareholder (in case of a corporate shareholder, its duly authorized representative) entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a shareholder of the Company.
3. In order to be valid, the proxy form together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be completed and returned to the Company's registered office and headquarters in the PRC (for holders of domestic shares) or the H Share Registrar of the Company, Computershare Hong Kong Investor Services Limited (for holders of H shares), at least 24 hours before the time fixed for the EGM or any adjourned meeting thereof. The address of Computershare Hong Kong Investor Services Limited is 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong. Completion and return of a proxy form will not preclude a shareholder from attending and voting at the EGM or any adjourned meeting thereof should he/she so wish.
4. The register of members of the Company will be closed, for the purpose of determining the entitlement of shareholders to attend the EGM, from Saturday, 26 October 2019 to Tuesday, 26 November 2019 (both days inclusive), during which period no transfer of shares will be registered. In order to attend the EGM, all instruments of transfers, accompanied by the relevant share certificates, must be lodged for registration with the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (for H shareholders) or the Company's registered office and headquarters in the PRC (for domestic shareholders), in both cases not later than 4:30 p.m. on Friday, 25 October 2019. Shareholders who are registered with Computershare Hong Kong Investor Services Limited or the Company's registered office and headquarters in the PRC on or before the aforementioned date are entitled to attend the EGM.
5. In case of joint shareholdings, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding.
6. Shareholders of the Company intending to attend the EGM in person or by proxy should return the reply slip for attending the EGM by courier or by post to the Company's registered office and headquarters in the PRC (for holders of domestic shares) or the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited (for holders of H shares) on or before Wednesday, 6 November 2019. The address of Computershare Hong Kong Investor Services Limited is 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong.
7. The EGM is expected to be held for less than half a day. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.
8. A shareholder or his proxy should produce proof of identity when attending the EGM.
9. The Company's registered office and headquarters in the PRC is 9th Floor, Block A, Yuyuan Plaza, No. 9 Yuhua West Road, Shijiazhuang City, Hebei Province, the PRC.

As at the date of this notice, the non-executive directors of the Company are Dr. Cao Xin, Dr. Li Lian Ping, Mr. Qin Gang and Mr. Wu Hui Jiang; the executive directors of the Company are Mr. Mei Chun Xiao and Mr. Wang Hong Jun; and the independent non-executive directors of the Company are Mr. Xie Wei Xian, Mr. Wan Yim Keung, Daniel and Dr. Lin Tao.

• For identification purposes only

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APPENDIX: DETAILS ON SPECIAL RESOLUTIONS

1. The resolution on the public registration of the Company for issuance of medium-term notes of not exceeding RMB1.0 billion
   In order to further optimize the debt structure, replace certain high-interest loans, replenish working capital, support project construction and effectively reduce the capital cost of the Company, the Company intends to register medium-term notes (hereinafter the "Medium-TermNotes") of not exceeding RMB1.0 billion (inclusive) in the PRC. Details of the proposal are as follows:

(1)	Registered size:	The total registered amount of the Medium-Term Notes will not
		exceed RMB1.0 billion.
(2)	Time of Issuance:	Pursuant to the provisions under the Issuance and Registration
		Rules Relating to Debt Financing Instruments of Non-financial
		Enterprises in the Inter-bank Bond Market issued by the National
		Association of Financial Market Institutional Investors, the term of
		registration is 2 years. Based on the actual funding requirement of
		the Company, the Medium-Term Notes may be issued once or in
		tranches within the term of registration.
(3)	Maturity:	Each tranche of the Medium-Term Notes shall mature within 7
		years (inclusive).
(4)	Use of proceeds:	The proceeds from the issuance of the Medium-Term Notes shall
		be used for replenishment of working capital, support of project
		construction, repayment of bank borrowings and replacement
		of matured bonds, etc. The specific use of proceeds and the
		proportion of allocation shall be determined by the Company based
		on its actual needs.
(5)	Interest rate and method	To be determined by the Company in accordance with laws and
	of determination:	market conditions with reference to relevant regulations regarding
		the interest rate management of debt financing instruments.
(6)	Guarantee:	No guarantee is provided for the Medium-Term Notes
(7)	Place of listing:	Each tranche of the Medium-Term Notes, upon completion of the
		issuance, will become listed and tradable in the National Interbank
		Bond Market on the first working day following the record date.

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1. Registrar and depository: The Medium-Term Notes, as issued by way of centralised book- building, shall be registered and deposited at the Shanghai Clearing House. Being the legal registration authority of the Medium-Term Notes, the Shanghai Clearing House shall be responsible for debt management, protection for interests and agency of payment, as well as providing relevant information services to investors upon completion of the issuance.

1. Validity period of the resolution:

Subject to approval at this EGM, matters in respect of the registration and issuance of the Medium-Term Notes shall be valid during the term of registration of the Medium-Term Notes.

It is proposed at the general meeting to authorise the board of directors, which shall then authorise the President to, under the framework and principle of the registration and issuance plan for the Medium- Term Notes as approved at the general meeting and in compliance with the requirements of the laws and regulations as well as opinions and recommendations of the regulatory authorities, and based on the principle of safeguarding and maximising the Company's interests, deal with all matters concerning, among others, the registration, issuance and listing and trading of the Medium-Term Notes at his sole discretion, including but not limited to:

1. To the extent permitted under the laws and regulations and based on the actual circumstances of the Company and in the market, formulating the specific plan for the registration and issuance of the Medium-Term Notes, as well as the amendment and adjustment to the terms of issuance, including but not limited to, whether the Medium-Term Notes shall be issued in tranches, the arrangement of the quantity, amount and term of issuance of each tranche, terms of issuance, issue price, target subscribers, coupon rate or its method of determination, timing of issuance, term and method for the repayment of principal and interest, whether terms for selling back and redemption shall be set in place, details of the use of proceeds, measures on repayment guarantee, measures on reducing repayment risk exposures, the guarantees, listing and trading of papers, issuance and the registration and depository, specific methods of subscription, specific arrangement for placing and terms of issuance and other related matters;
2. Appointing intermediary agency to sign, execute, modify and complete all agreements and documents in respect of the registration, issuance and listing and trading of the Medium-Term Notes, as well as dealing with matters in relation to declaration, listing application and information disclosure;
3. Formulating the information disclosure management system for debt financing instruments;
4. Participating in, on behalf of the Company, all negotiations regarding the registration, issuance and listing and trading of the Medium-Term Notes, executing all relevant agreements and other necessary documents, and making appropriate information disclosure;

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1. In the event of changes in the regulatory policies of registration and issuance of the Medium-Term Notes or in the market conditions, authorising the Board or persons authorized by the Board to make corresponding adjustments to the specific plans for registration and issuance of the Medium- Term Notes and relevant matters in accordance with the opinions of regulatory authorities, or fully or partially proceeding with the issuance of the Medium-Term Notes according to the actual circumstances, except for matters that shall be subject to another voting at the general meeting according to relevant laws, regulations and the articles of association of the Company;
2. Determining/dealing with any other specific matters in respect of the registration and issuance of the Medium-Term Notes;
3. The authorisation shall remain valid from the date on which the resolution is considered and approved at the general meeting until the date of expiry of the validity period for the registration of the Medium-Term Notes or the date when matters authorized above have been completed, whichever is earlier.

1. The resolution on the public registration of the Company for issuance of super short-term commercial papers of not exceeding RMB2.0 billion
   In order to further optimize the debt structure, replace certain high-interest loans, replenish liquidity and effectively reduce the capital cost of the Company, the Company intends to register super short-term commercial papers (hereinafter the "Super Short-TermCommercial Papers") of not exceeding RMB2.0 billion in the PRC. Details of the proposal are as follows:

(1)	Registered size:	The total registered amount of the Super Short - Term
		Commercial Papers will not exceed RMB2.0 billion.
(2)	Time of Issuance:	Pursuant to the provisions under the Issuance and Registration
		Rules Relating to Debt Financing Instruments of Non-
		financial Enterprises in the Inter-bank Bond Market issued
		by the National Association of Financial Market Institutional
		Investors, the term of registration is 2 years. Based on the actual
		funding requirement of the Company, the Super Short-Term
		Commercial Papers may be issued once or in tranches within
		the term of registration.
(3)	Maturity:	Each tranche of the Super Short-Term Commercial Papers shall
		mature within 270 days (inclusive).
(4)	Use of proceeds:	The proceeds from the issuance of the Super Short-Term
		Commercial Papers shall be used for replenishment of liquidity,

repayment of bank loans and repayment of interest-bearing debts, etc. The specific use of proceeds and the proportion of allocation shall be determined by the Company based on its actual needs.

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1. Interest rate and method of determination:

To be determined by the Company in accordance with laws and market conditions with reference to relevant regulations regarding the interest rate management of debt financing instruments.

(6)	Guarantee:	No guarantee is provided for the Super Short-Term Commercial
		Papers
(7)	Place of listing:	Each tranche of the Super Short-Term Commercial Papers, upon
		completion of the issuance, will become listed and tradable in
		the National Interbank Bond Market on the first working day
		following the record date.
(8)	Registrar and depository:	The Super Short-Term Commercial Papers, as issued by way
		of centralised book-building, shall be registered and deposited

at the Shanghai Clearing House. Being the legal registration authority of the Super Short-Term Commercial Papers, the Shanghai Clearing House shall be responsible for debt management, protection for interests and agency of payment, as well as providing relevant information services to investors upon completion of the issuance.

(9) V a l i d i t y p e r i o d o f t h e resolution:

Subject to approval at this EGM, matters in respect of the registration and issuance of the Super Short-Term Commercial Papers shall be valid during the term of registration of the Super Short-Term Commercial Papers.

It is proposed at the general meeting to authorise the board of directors, which shall then authorise the President to, under the framework and principle of the registration and issuance plan for the Super Short- Term Commercial Papers as approved at the general meeting and in compliance with the requirements of the laws and regulations as well as opinions and recommendations of the regulatory authorities, and based on the principle of safeguarding and maximising the Company's interests, deal with all matters concerning, among others, the registration, issuance and listing and trading of the Super Short-Term Commercial Papers at his sole discretion, including but not limited to:

1. To the extent permitted under the laws and regulations and based on the actual circumstances of the Company and in the market, formulating the specific plan for the registration and issuance of the Super Short-Term Commercial Papers, as well as the amendment and adjustment to the terms of issuance, including but not limited to, whether the Super Short-Term Commercial Papers shall be issued in tranches, the arrangement of the quantity, amount and term of issuance of each tranche, terms of issuance, issue price, target subscribers, coupon rate or its method of determination, timing of issuance, term and method for the repayment of principal and interest, whether terms for selling back and redemption shall be set in place, details of the use of proceeds, measures on repayment guarantee, measures on reducing repayment risk exposures, the guarantees, listing and trading of papers, issuance and the registration and depository, specific methods of subscription, specific arrangement for placing and terms of issuance and other related matters;

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1. Appointing intermediary agency to sign, execute, modify and complete all agreements and documents in respect of the registration, issuance and listing and trading of the Super Short-Term Commercial Papers, as well as dealing with matters in relation to declaration, listing application and information disclosure;
2. Formulating the information disclosure management system for debt financing instruments;
3. Participating in, on behalf of the Company, all negotiations regarding the registration, issuance and listing and trading of the Super Short-Term Commercial Papers, executing all relevant agreements and other necessary documents, and making appropriate information disclosure;
4. In the event of changes in the regulatory policies of registration and issuance of the Super Short- Term Commercial Papers or in the market conditions, authorising the Board or persons authorized by the Board to make corresponding adjustments to the specific plans for registration and issuance of the Super Short-Term Commercial Papers and relevant matters in accordance with the opinions of regulatory authorities, or fully or partially proceeding with the issuance of the Super Short-Term Commercial Papers according to the actual circumstances, except for matters that shall be subject to another voting at the general meeting according to relevant laws, regulations and the articles of association of the Company;
5. Determining/dealing with any other specific matters in respect of the registration and issuance of the Super Short-Term Commercial Papers;
6. The authorisation shall remain valid from the date on which the resolution is considered and approved at the general meeting until the date of expiry of the validity period for the registration of the Super Short-Term Commercial Papers or the date when matters authorized above have been completed, whichever is earlier.

1. Recommendation
   The directors believe that the special resolutions in relation to the Medium-Term Notes and the Super Short-Term Commercial Papers to be proposed at the EGM are in line with the interests of the Company and its shareholders as a whole and recommend shareholders to vote for the two special resolutions to be proposed at the EGM.

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