Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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 2021

NOTICE IS HEREBY GIVEN THAT the second extraordinary general meeting in 2021 (the "EGM") of China Suntien Green Energy Corporation Limited (the "Company") will be held at 10:30 a.m. on Friday, 23 April 2021 at the Conference Room, 5/F, Yun-Ray Ambassador Hotel, Shijiazhuang City, Hebei Province, the PRC, for the consideration and approval of the following matters.

Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the announcements of the Company dated 5 March 2021 in relation to the proposed Non-public Issuance of A Shares and the connected transaction in respect of the proposed subscription of A Shares by controlling shareholder.

ORDINARY RESOLUTION

  • 1. Resolution on the satisfaction of the criteria for the Non-public Issuance of A Shares by the Company

    SPECIAL RESOLUTIONS

  • 2. Resolution on the Issuance Plan for the Non-public Issuance of A Shares by the Company:

    • 2.1 Class and par value of the Shares to be issued

    • 2.2 Method and time of the issuance

    • 2.3 Target subscriber and subscription method

  • 2.4 Pricing benchmark date, issue price and pricing method

  • 2.5 Number of Shares to be issued

  • 2.6 Arrangements for lock-up period

  • 2.7 Arrangements for the accumulated profit prior to the Non-public Issuance

  • 2.8 Place of listing of Shares under the issuance

  • 2.9 Amount to be raised and use of proceeds

  • 2.10 Effective period for this resolution on the Non-public Issuance of Shares

  • 3. Resolution on the proposal for Non-public Issuance of A Shares of the Company

  • 4. Resolution on the entering into of the Conditional Subscription Agreement and the connected transaction between the Company and Hebei Construction & Investment Group Co., Ltd.

  • 5. Resolution on the feasibility analysis report on the use of proceeds from the Non-public Issuance of A Shares of the Company

    ORDINARY RESOLUTIONS

  • 6. Resolution on the report on the use of the previously-raised proceeds of the Company

  • 7. Resolution on the dilution of current returns, adoption of remedial measures and undertakings by relevant entities of the Non-public Issuance of A Shares

  • 8. Resolution on the Shareholders' return plan for the next three years (2021-2023) of the Non-public Issuance

  • 9. Resolution on approval by the Shareholders in the general meeting for the waiver from the obligation of the controlling shareholder to make a general offer in respect of its acquisition of the shares of the Company

SPECIAL RESOLUTIONS

10. Resolution on the authorization to the Board and its authorized persons by the general meeting to handle matters, at their full discretion, regarding the Non-public Issuance of A Shares

11. Resolution on the Specific Mandate, details of which are set out as follows:

"THAT the Board be and is hereby granted a specific mandate to issue not more than 1,154,973,118 A Shares (inclusive) at an issue price of no less than 80% of the average trading price of A Shares in the 20 trading days prior to the pricing benchmark date, or the latest audited net asset per share attributable to ordinary shareholders of parent company (if the China Securities Regulatory Commission made adjustments to the pricing method prior to the Non-public Issuance, the minimum price under the Non-public Issuance shall be adjusted by the Board, as authorized by the general meeting, pursuant to the requirements of relevant laws and regulations), to not more than 35 specific investors including Hebei Construction & Investment Group Co., Ltd., and enter into share subscription agreements with the target investors, etc.. This Specific Mandate will be valid for 12 months, commencing from the date of approvals by the general meeting, A Shareholders class meeting and the H Shareholders class meeting of the Company."

By order of the Board of

China Suntien Green Energy Corporation Limited

Mr. Mei Chun Xiao

Executive Director and President

Shijiazhuang City, Hebei Province, the PRC, 8 March 2021

Notes:

  • 1. The H share register of members of the Company will be closed, for the purpose of determining the entitlement of holders of H shares to attend the EGM, from Thursday, 15 April 2021 to Friday, 23 April 2021 (both days inclusive), during which period no transfer of H 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, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Wednesday, 14 April 2021. Holders of H shares who are registered with Computershare Hong Kong Investor Services Limited on or before the aforementioned date are entitled to attend the EGM.

    The Company will announce the details and materials for holders of A shares attending the EGM on the website of the Shanghai Stock Exchange in due course.

  • 2. Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at a general meeting must be taken by way of a poll. Accordingly, each of the resolutions set out in the notice of EGM will be voted by poll. Results of the poll voting will be published on the Company's website atwww.suntien.comand the HKExnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the EGM.

  • 3. Any shareholder 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 on behalf of him/her. A proxy need not be a shareholder of the Company.

  • 4. 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 A 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 EGM (i.e. no later than 10:30 a.m. on Thursday, 22 April 2021 for the purpose of the EGM) or any adjourned meeting thereof. Computershare Hong Kong Investor Services Limited is located at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, 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.

  • 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 their proxies 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 A shares) or the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited (for holders of H shares) on or before Saturday, 3 April 2021. The address of Computershare Hong Kong Investor Services Limited is 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, 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/her 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.

  • 10. References to dates and time in this notice are to Hong Kong dates and time.

  • 11. The details of the above resolutions will be set out in the circular that the Company will despatch to shareholders in due course.

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. Guo Ying Jun, Mr. Wan Yim Keung, Daniel and Dr. Lin Tao.

* For identification purposes only

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China Suntien Green Energy Corporation Ltd. published this content on 05 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 March 2021 10:14:07 UTC.