China Suntien Green Energy : PROPOSED ADJUSTMENTS TO CERTAIN RESOLUTIONS OF THE A SHARE OFFERING

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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)

PROPOSED ADJUSTMENTS TO CERTAIN RESOLUTIONS OF

THE A SHARE OFFERING

In consideration of the circumstances that more time may be required for the CSRC's approval for the A Share Offering and certain resolutions have been updated, the Board passed several resolutions at the Board meeting convened on 11 July 2019 for the extension of the valid period of the A Share Offering Plan and the authorisation granted by the general meeting to the Board for handling all matters relating to the A Share Offering of the Company, and amendments to several corporate governance documents effective upon the completion of A Share Offering, including the Articles of Association (A+H Shares), the rules of procedure of the general meetings, the rules of procedure of the board of directors, the rules of procedure of the supervisory committee and the working rules of independent directors.

An EGM will be convened on 30 August 2019 to consider and approve the above resolutions in relation to the A Share Offering. A notice of EGM and a circular will be despatched to the Shareholders by the Company in due course.

The A Share Offering may or may not be completed. Shareholders and potential investors should exercise caution when dealing in H Shares. The Company will make timely disclosure on further details of the A Share Offering.

1. THE A SHARE OFFERING PLAN AND RELATED MATTERS

In order to expand its financing channels, optimise its capital structure and further improve its competitiveness and economic benefits, the Company has applied to the CSRC for the initial public offering and listing of A Shares. The resolutions in relation to the A Share Offering were considered and approved by the Shareholders at the 2017 first extraordinary general meeting held on 10 November 2017 and amendments to certain resolutions were made after being considered and approved by the Shareholders at the 2018 second extraordinary general meeting held on 18 September 2018.

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The CSRC confirmed the acceptance of the Company's application for its A Share Offering on 2 November 2018 and is currently reviewing relevant application documents. For further details of the A Share Offering, please refer to the notices of extraordinary general meeting dated 25 September 2017 and 3 August 2018, the circulars to the Shareholders dated 20 October 2017 and 24 August 2018, the announcements on the poll results of extraordinary general meeting dated 10 November 2017 and 18 September 2018, and several announcements on the progress of the A Share Offering dated 2 November 2018, 17 February 2019 and 15 March 2019.

In consideration of the circumstances that more time may be required for the CSRC's approval for the A Share Offering and certain resolutions have been updated, the Board passed the resolution on the extension of the valid period of the A Share Offering Plan and other resolutions in relation to the A Share Offering at the Board meeting convened on 11 July 2019, with details as follows:

1. Extension of the Valid Period of the Resolution on the A Share Offering Plan
   The 12-month valid period of the A Share Offering Plan as approved by the Shareholders at the 2018 second extraordinary general meeting will expire on 17 September 2019. To ensure the successful implementation of the A Share Offering, it was proposed to extend the valid period of the resolution on the existing A Share Offering Plan to 12 months following the approval at the EGM, which is 29 August 2020. Other terms in the A Share Offering Plan will remain unchanged. This resolution is subject to consideration and approval at the EGM as a special resolution.
2. Extension of the Valid Period of the Authorisation Granted by the General Meeting to the Board for Handling All Matters Relating to the A Share Offering of the Company
   The 12-month valid period of the resolution on the grant of the authorisation to the Board to handle all matters relating to the A Share Offering of the Company as approved by the Shareholders at the 2018 second extraordinary general meeting will expire on 17 September 2019. To ensure the successful implementation of the A Share Offering, it was proposed to extend the valid period of the authorisation granted to the Board to handle all matters relating to the A Share Offering of the Company to 12 months following the approval at the EGM, which is 29 August 2020. Other terms in the authourisation related to the A Share Offering will remain unchanged. This resolution is subject to consideration and approval at the EGM as a special resolution.
3. Amendments to the Articles of Association (A+H Shares)
   In accordance with the provisions of the PRC Company Law, the "Code of Corporate Governance for Listed Companies" and the "Guidelines on the Articles of Association of Listed Companies" and subject to the actual situation of the Company, the Company proposed to further revise the Articles of Association (A+H Shares) effective upon the completion of the A Share Offering, with the specific amendments set out in the appendix to this announcement. The amendments to the Articles of Association (A+H Shares) are subject to consideration and approval at the EGM as a special resolution.

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4. Amendments to Relevant Corporate Governance Documents

In accordance with the provisions of the PRC Company Law, the "Code of Corporate Governance for Listed Companies" and the "Guidelines on the Articles of Association of Listed Companies" and subject to the actual situation of the Company, the Company proposed to further revise several corporate governance documents effective upon the completion of the A Share Offering, including the rules of procedure of the general meetings, the rules of procedure of the board of directors, the rules of procedure of the supervisory committee and the working rules of independent directors. The amendments to the rules of procedure of the general meetings, the rules of procedure of the board of directors and the rules of procedure of the supervisory committee are subject to consideration and approval at the EGM as a special resolution. The amendments to the working rules of independent directors are subject to consideration and approval at the EGM as an ordinary resolution. A circular of the EGM containing details of the amendments will be despatched to the Shareholders by the Company in due course.

1. EFFECT OF THE A SHARE OFFERING ON THE SHAREHOLDING STRUCTURE OF THE COMPANY
   The A Share Offering will be conducted by the Board through its exercise of the General Mandate. In accordance with the General Mandate, the Board may issue Domestic Shares representing no more than 20% of the total number of Domestic Shares of the Company in issue at the annual general meeting for 2018 held on 11 June 2019 (being 375,231,200 Domestic Shares). In accordance with the A Share Offering Plan, the Company intends to issue no more than 134,750,000 A Shares, representing approximately 7.18% and 3.63%, respectively, of the Domestic Shares in issue and the entire issued share capital of the Company as at the date of this announcement.
   Assuming all the 134,750,000 A Shares under the A Share Offering Plan are issued in full with approval and the share capital of the Company will remain unchanged prior to the completion of the A Share Offering Plan, the Company's shareholding structure as at the date of the announcement and immediately following the completion of the A Share Offering Plan are/will be as follows:

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				Immediately following the
		As at the date of this	completion of the A Share
		announcement	Offering
			Approximate		Approximate
			percentage of		percentage of
			the issued share		the issued share
		Number of	capital of the	Number of	capital of the
		Shares	Company	Shares	Company
Domestic Shares
	Domestic Shares in
	issue	1,876,156,000	50.50%	1,876,156,000	48.73%

• New A Shares to
• be issued under
• the A Share

	Offering	-	-	134,750,000	3.50%
Sub-total of
	Domestic Shares:	1,876,156,000	50.50%	2,010,906,000	52.23%
H Shares	1,839,004,396	49.50%	1,839,004,396	47.77%
Total	3,715,160,396		100.00%	3,849,910,396		100.00%

Notes:

1. As at the date of this announcement, all the Domestic Shares in issue were directly held by HECIC, the controlling shareholder of the Company. Following the completion of the A Share Offering, the existing Domestic Shares in issue will be converted into A Shares. However, in accordance with the relevant requirements including the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, HECIC shall not transfer or appoint any other person to manage the shares held by it prior to the A Share Offering nor cause the Company to repurchase such shares within 36 months from the A Share Listing Date.
2. Due to rounding adjustments, the figures shown as total may not represent the arithmetic sum of the previous figures.

During the 12 months up to the date of this announcement, the Company had not conducted any fund raising activities involving the issue of share capital.

1. SHAREHOLDERS' APPROVAL
   Relevant resolutions on amendments to the A Share Offering Plan are subject to the approval of the Shareholders at the EGM, securities regulatory authorities (including the CSRC) and other relevant regulatory bodies (including the relevant stock exchanges).
   An EGM will be convened on 30 August 2019 to consider and approve the above resolutions in relation to the A Share Offering. A notice of EGM and a circular will be despatched to the Shareholders by the Company in due course.

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The A Share Offering may or may not be completed. Shareholders and potential investors should exercise caution when dealing in H Shares. The Company will make timely disclosure on further details of the A Share Offering.

IV. DEFINITIONS

In this announcement, unless the context requires otherwise, the following terms shall have the following meanings:

"Articles of Association	the articles of association (draft version) being effective on the
(A+H Shares)"	day of the completion of the A Share Offering and the listing of A
	Shares
"A Shares"	the ordinary shares proposed to be issued by the Company under its
	A Share Offering Plan and to be subscribed for in RMB
"A Share Listing Date"	the date on which A Shares of the Company will be listed on the
	Shanghai Stock Exchange
"A Share Offering"	the proposed initial public offering by the Company of no more
	than 134,750,000 A Shares which are proposed to be listed on the
	Shanghai Stock Exchange
"A Share Offering Plan"	the "Plan for the Initial Public Offering and Listing of A Shares of
	China Suntien Green Energy Corporation Limited" prepared by the
	Company for the A Share Offering
"Board"	the board of directors of the Company
"Code of Corporate	the Code of Corporate Governance for Listed Companies ( 上
Governance for Listed	市公司治理準則) promulgated by the CSRC (as revised on 30
Companies"	September 2018)
"Company"	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
	PRC with limited liability
"CSRC"	the China Securities Regulatory Commission
"Domestic Shares"	ordinary shares in the share capital of the Company, with a
	nominal value of RMB1.00 each, which are subscribed for and paid
	up in RMB

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