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 licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in DeTai New Energy Group Limited (the ''Company''), you should at once hand this circular and the enclosed form of proxy to the purchaser or transferee or to the bank manager, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

(Incorporated in Bermuda with limited liability)

(Stock Code: 559)

(1) GENERAL MANDATES

TO REPURCHASE AND ISSUE SHARES,

    1. RE-ELECTIONOF DIRECTORS AND
  1. NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company (the ''AGM'') to be held at Portion 2, 12th Floor, The Center, 99 Queen's Road Central, Hong Kong on Thursday, 5 December 2019 at 10:30 a.m. is set out on pages 14 to 18 of this circular.

A form of proxy for the AGM is also enclosed with this circular. Whether or not you are able to attend the AGM in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding of the AGM or at any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or at any adjournment thereof (as the case may be) should you so wish.

31 October 2019

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

APPENDIX I - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

APPENDIX II - DETAILS OF DIRECTORS PROPOSED

TO BE RE-ELECTED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10

APPENDIX III - NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14

- i -

DEFINITIONS

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

''AGM''

the annual general meeting of the Company to be held at

Portion 2, 12th Floor, The Center, 99 Queen's Road

Central, Hong Kong on Thursday, 5 December 2019 at

10:30 a.m., notice of which is set out in Appendix III to

this circular;

''Board''

the board of Directors;

''Bye-laws''

the bye-laws of the Company;

''close associates''

has the meaning ascribed to it under the Listing Rules;

''Company''

DeTai New Energy Group Limited, a company incorporated

in Bermuda with limited liability, the Shares of which are

listed on the main board of the Stock Exchange (Stock

Code: 559);

''Director(s)'' ''Group'' ''Hong Kong''

''Issue Mandate''

the director(s) of the Company;

the Company and its subsidiaries;

Hong Kong Special Administrative Region of the People's Republic of China;

a general and unconditional mandate proposed to be granted to the Directors to exercise all the powers of the Company to allot, issue and deal with new Shares up to a maximum of 20% of the issued share capital of the Company as at the date of passing of the relevant resolution at the AGM;

''Latest Practicable Date''

25 October 2019, being 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;

''Repurchase Mandate''

a general and unconditional mandate proposed to be granted

to the Directors to exercise all the powers of the Company

to repurchase the Shares on the Stock Exchange up to a

maximum of 10% of the issued share capital of the

Company as at the date of passing of the relevant

resolution at the AGM;

''SFO''

the Securities and Futures Ordinance (Chapter 571 of the

Laws of Hong Kong);

- 1 -

DEFINITIONS

''Share(s)''

ordinary share(s) of HK$0.05 each in the capital of the

Company;

''Shareholder(s)''

the holder(s) of the Share(s);

''Stock Exchange''

The Stock Exchange of Hong Kong Limited;

''Takeovers Code''

the Code on Takeovers and Mergers issued by the

Securities and Futures Commission in Hong Kong;

''HK$''

Hong Kong dollars, the lawful currency of Hong Kong; and

''%''

per cent.

- 2 -

LETTER FROM THE BOARD

(Incorporated in Bermuda with limited liability)

(Stock Code: 559)

Executive Directors:

Principal place of business

Mr. Wong Hin Shek (Chairman)

in Hong Kong:

Mr. Chi Chi Hung, Kenneth (Chief Executive Officer)

Room 2702, 27th Floor

Mr. Chan Wai Ki

China Resources Building

26 Harbour Road

Non-executive Directors:

Wan Chai, Hong Kong

Mr. Chui Kwong Kau

Ms. Zhang Yudan

Registered office:

Clarendon House

Independent non-executive Directors:

2 Church Street

Mr. Chiu Wai On

Hamilton HM 11

Mr. Man Kwok Leung

Bermuda

Dr. Wong Yun Kuen

31 October 2019

To the Shareholders

Dear Sir/Madam,

(1) GENERAL MANDATES

TO REPURCHASE AND ISSUE SHARES,

    1. RE-ELECTIONOF DIRECTORS AND
  1. NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the AGM which include (i) the grant of the Repurchase Mandate and the Issue Mandate; (ii) the re-election of Directors; and (iii) the notice for convening the AGM.

GENERAL MANDATE TO REPURCHASE SHARES

An ordinary resolution will be proposed that the Directors be granted a general and unconditional mandate to exercise all the powers of the Company to repurchase the Shares on the Stock Exchange up to a maximum of 10% of the issued share capital of the Company as at the date of passing of the relevant resolution at the AGM.

- 3 -

LETTER FROM THE BOARD

Assuming no further Shares are issued and repurchased prior to the AGM and based on the issued share capital of the Company of 15,695,531,700 Shares as at the Latest Practicable Date, the Company would be allowed to repurchase a maximum of 1,569,553,170 Shares under the Repurchase Mandate.

An explanatory statement required by the Listing Rules in connection with the proposed general mandate to repurchase Shares is set out in Appendix I to this circular. The explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolutions at the AGM.

GENERAL MANDATE TO ISSUE SHARES

An ordinary resolution will also be proposed that the Directors be granted a general and unconditional mandate to exercise all the powers of the Company to allot, issue and deal with new Shares of up to a maximum of 20% of the issued share capital of the Company as at the date of passing of the relevant resolution at the AGM.

Assuming no further Shares are issued or repurchased prior to the AGM and based on the issued share capital of the Company of 15,695,531,700 Shares as at the Latest Practicable Date, the Company would be allowed to allot and issue a maximum of 3,139,106,340 Shares under the Issue Mandate.

In addition, an ordinary resolution will be proposed at the AGM adding any Shares repurchased under the Repurchase Mandate to the Issue Mandate. The Repurchase Mandate and the Issue Mandate would continue to be in force until the conclusion of the next annual general meeting of the Company unless it is renewed at such meeting or until revoked or varied by ordinary resolutions of the Shareholders in a general meeting held prior to the next annual general meeting of the Company.

RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board consists of eight Directors, namely, Mr. Wong Hin Shek (''Mr. Wong''), Mr. Chi Chi Hung, Kenneth (''Mr. Chi''), Mr. Chan Wai Ki, Mr. Chui Kwong Kau (''Mr. Chui''), Ms. Zhang Yudan (''Ms. Zhang''), Mr. Chiu Wai On, Mr. Man Kwok Leung and Dr. Wong Yun Kuen.

According to Bye-law 86(2) of the Bye-laws, any Director appointed to fill a causal vacancy on the Board shall hold office only until the next following general meeting of the Company and any Director appointed as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election at that meeting.

According to Bye-law 87 of the Bye-laws, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election.

- 4 -

LETTER FROM THE BOARD

According to the above provisions, Mr. Wong, Mr. Chi, Mr. Chui and Ms. Zhang will retire from office as Directors at the AGM and all retiring Directors are eligible and will offer themselves for re-election at the AGM.

CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the AGM

The AGM is scheduled to be held on Thursday, 5 December 2019. For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Monday, 2 December 2019 to Thursday, 5 December 2019, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the AGM, unregistered holders of Shares should ensure that all the share transfer documents accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration not later than 4:30 p.m. on Friday, 29 November 2019.

AGM

Notice of the AGM is set out in Appendix III to this circular. A proxy form for appointing proxy is despatched with this circular and published on the website of the Stock Exchange (www.hkex.com.hk). Whether or not you are able to attend the AGM in person, you are requested to complete the proxy form and return it to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or the adjourned meeting. Completion and return of a proxy form will not preclude you from attending and voting at the meeting in person or at any adjournment thereof should you so wish.

Pursuant to rule 13.39(4) of the Listing Rules, the resolutions set out in the notice of the AGM will be put to the vote by way of a poll.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, no Shareholder has a material interest that is required to abstain from voting on any of the resolutions to be proposed at the AGM.

RECOMMENDATION

The Directors consider that the proposed (1) granting of the general mandates to the Directors to repurchase Shares and to issue new Shares and adding any Shares repurchased under the Repurchase Mandate to the Issue Mandate (including the extended mandate stipulated under the ordinary resolution set out in paragraph C of item 4) and (2) the re-election of Directors are in the best interests of the Company and the Shareholders. The Directors therefore recommend the Shareholders to vote in favour of the relevant resolutions as set out in the notice of the AGM.

- 5 -

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully,

By order of the Board

DeTai New Energy Group Limited

Wong Hin Shek

Chairman and Executive Director

- 6 -

APPENDIX I

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by rule 10.06 of the Listing Rules, to provide certain information to you for your consideration of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, there was a total of 15,695,531,700 Shares in issue.

Subject to the passing of the proposed resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to repurchase a maximum of 1,569,553,170 Shares.

2. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to seek a general authority from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

3. FUNDING OF REPURCHASES

Repurchases made pursuant to the Repurchase Mandate shall be funded out of funds legally available for such purpose in accordance with the Bye-laws and the applicable laws of Bermuda. Under Bermuda law, repurchased shares will be cancelled and the Company's issued share capital will be reduced by the nominal value of the repurchased shares accordingly. However, the aggregate amount of the Company's authorised capital will not be reduced.

4. GENERAL

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report for the year ended 30 June 2019) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital or gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

- 7 -

APPENDIX I

EXPLANATORY STATEMENT

5. SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the 12 months preceding the Latest Practicable Date:

Month

Share Prices Per Share

Highest

Lowest

HK$

HK$

2018

October

0.049

0.032

November

0.037

0.032

December

0.041

0.027

2019

January

0.034

0.029

February

0.052

0.029

March

0.047

0.034

April

0.038

0.031

May

0.037

0.028

June

0.031

0.021

July

0.028

0.022

August

0.032

0.022

September

0.026

0.020

October

(up to the Latest Practicable Date)

0.035

0.018

6. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will only exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.

None of the Directors, to the best of their knowledge having made all reasonable enquiries, nor any of their respective close associates, has any present intention to sell any Shares to the Company or its subsidiaries, if the Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected person (as defined in the Listing Rules) that such a person has a present intention to sell, or has undertaken not to sell, any Shares to the Company or its subsidiaries, if the Repurchase Mandate is approved by the Shareholders.

- 8 -

APPENDIX I

EXPLANATORY STATEMENT

7. TAKEOVERS CODE

In the event that the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert, depending on the level of increase of the Shareholders' interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, so far as the Directors are aware, the following Shareholder had interests in 5% or more of the issued share capital of the Company:

Approximate %

Approximate %

of issued share

of issued share

capital if

Number of

capital as at

Repurchase

Shares interested

the Latest

Mandate is

Name of Shareholder

(Note)

Practicable Date

exercised in full

Mr. Tong Liang

4,404,651,375 (L)

28.06%

31.18%

Note: The letter (L) denotes the person's long position in such securities.

As at the Latest Practicable Date, the Directors are not aware of any such consequences which would arise under the Takeovers Code as a consequence of any exercise of the Repurchase Mandate. In the event that any exercise of the Repurchase Mandate would, to the knowledge of the Directors, have such a consequence, the Directors have no present intention to exercise the Repurchase Mandate to such an extent as would trigger a mandatory offer obligation for any Shareholder or group of Shareholders.

The Directors have no present intention to exercise the Repurchase Mandate to such an extent as would result in the amount of Shares held by the public being reduced to less than 25% of the total issued shares of the Company.

8. SHARE REPURCHASE MADE BY THE COMPANY

In the six months immediately preceding the Latest Practicable Date, the Company had not repurchased Shares, whether on the Stock Exchange or otherwise.

- 9 -

APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

The following are the particulars of the Directors who will retire and, being eligible, offer themselves for re-election at the AGM:

EXECUTIVE DIRECTORS

Mr. Wong Hin Shek, aged 49, has been appointed as the chairman of the Company and executive Director since July 2009. He is also a director of various subsidiaries of the Company. Besides having over 25 years of experience in the investment banking industry, Mr. Wong has been involved in the management, business development and strategic investment of listed companies in Hong Kong, having operations in environmental protection, hotel and manufacturing industries. Mr. Wong holds a Master of Science (Financial Management) degree from University of London in United Kingdom and a Bachelor of Commerce degree from University of Toronto in Canada. Mr. Wong is also a responsible officer of Veda Capital Limited, a licensed corporation which carries out Type 6 (advising on corporate finance) regulated activity under the Securities and Futures Ordinance. Mr. Wong is currently a non- executive director of Sino Golf Holdings Limited (stock code: 361). He was an executive director of each of Dongwu Cement International Limited (stock code: 695) from November 2016 to August 2017 and GET Holdings Limited (stock code: 8100) from September 2017 to April 2019. Mr. Wong was also an executive director, the chief executive officer and a non- executive director of Bisu Technology Group International Limited (stock code: 1372) from July 2015 to November 2018, from March 2017 to November 2018 and from November 2018 to April 2019 respectively.

As at the Latest Practicable Date, Mr. Wong in the capacity of beneficial owner, has interest in 38,961,200 underlying Shares, representing approximately 0.25% of the issued share capital of the Company. Save as disclosed herein, Mr. Wong does not have any other interests in the Shares or underlying Shares within the meaning of Part XV of the SFO.

Mr. Wong entered into a letter of appointment with the Company. For the year ended 30 June 2019, he is entitled to an annual director's fee of HK$1,950,000 which was determined on the basis of his previous experience, professional qualifications as well as the current financial position of the Company and the prevailing market conditions. Mr. Wong has no fixed term of service with the Company but he is subject to retirement by rotation and reelection at the annual general meeting of the Company in accordance with the Bye-laws.

Save as disclosed above, (i) Mr. Wong has not held any other directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past 3 years; (ii) he has not held any other positions in the Company and other members of the Group; and (iii) he does not have any relationship with any Directors, senior management of the Company, substantial or controlling Shareholders.

Save as disclosed above, there is no other matter about Mr. Wong which is required to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules or needs to be brought to the attention of the Shareholders in connection with his re-election as an executive Director.

- 10 -

APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Mr. Chi Chi Hung, Kenneth, aged 51, has been appointed as the chief executive officer of the Company and executive Director since January 2010. He is also a director of various subsidiaries of the Company. Mr. Chi has over 20 years of experience in accounting and financial control area. He holds a Bachelor of Accountancy Degree from the Hong Kong Polytechnic University and is a fellow member of Association of Chartered Certified Accountants in the United Kingdom, an associate member of the Hong Kong Institute of Certified Public Accountants, an associate member of The Hong Kong Institute of Chartered Secretaries and an associate member of The Chartered Governance Institute in the United Kingdom. Mr. Chi is currently an independent non-executive director of each of Perfect Shape Medical Limited (stock code: 1830), Hong Kong ChaoShang Group Limited (formerly known as Noble Century Investment Holdings Limited) (stock code: 2322) and Greentech Technology International Limited (stock code: 195). He was an executive director of Ceneric (Holdings) Limited (now known as "TFG International Group Limited") (stock code: 542) from October 2010 to June 2017.

As at the Latest Practicable Date, Mr. Chi in the capacity of beneficial owner, has 23,000,000 Shares, representing approximately 0.15% of the issued share capital of the Company. Save as disclosed herein, Mr. Chi does not have any other interests in the Shares or underlying Shares within the meaning of Part XV of the SFO.

Mr. Chi entered into a letter of appointment with the Company. For the year ended 30 June 2019, he is entitled to an annual director's fee of HK$390,000 which was determined on the basis of his previous experience, professional qualifications as well as the current financial position of the Company and the prevailing market conditions. Mr. Chi has no fixed term of service with the Company but he is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws.

Save as disclosed above, (i) Mr. Chi has not held any other directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past 3 years; (ii) he has not held any other positions in the Company and other members of the Group; and (iii) he does not have any relationship with any Directors, senior management of the Company, substantial or controlling Shareholders.

Save as disclosed above, there is no other matter about Mr. Chi which is required to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules or needs to be brought to the attention of the Shareholders in connection with his re-election as an executive Director.

- 11 -

APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

NON-EXECUTIVE DIRECTORS

Mr. Chui Kwong Kau, aged 52, has been appointed as a non-executive Director since December 2015. He is also a director of various subsidiaries of the Company. Mr. Chui is a non-executive director of Boill Healthcare Holdings Limited (stock code: 1246). He is also an executive director of each of Hong Kong Life Sciences and Technologies Group Limited (stock code: 8085) and Ming Lam Holdings Limited (stock code: 1106). Mr. Chui was an executive director of China Energy Development Holdings Limited (stock code: 228) from October 2005 to June 2016 and an independent non-executive director of Aurum Pacific (China) Group Limited (stock code: 8148) from March 2010 to March 2016. Mr. Chui was also a non- executive director of Hsin Chong Group Holdings Limited (stock code: 404) from May 2015 to March 2019. He has over 21 years' experiences in accounting and auditing fields.

As at the Latest Practicable Date, Mr. Chui in the capacity of beneficial owner, has 1,980,000 Shares, representing approximately 0.01% of the issued share capital of the Company. Save as disclosed herein, Mr. Chui does not have any other interests in the Shares or underlying Shares within the meaning of Part XV of the SFO.

Mr. Chui entered into a letter of appointment with the Company. For the year ended 30 June 2019, he is entitled to an annual director's fee of HK$240,000 which was determined on the basis of his previous experience, professional qualifications as well as the current financial position of the Company and the prevailing market conditions. Mr. Chui has no fixed term of service with the Company but he is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws.

Save as disclosed above, (i) Mr. Chui has not held any other directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past 3 years; (ii) he has not held any other positions in the Company and other members of the Group; and (iii) he does not have any relationship with any Directors, senior management of the Company, substantial or controlling Shareholders.

Save as disclosed above, there is no other matter about Mr. Chui which is required to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules or needs to be brought to the attention of the Shareholders in connection with his re-election as a non- executive Director.

Ms. Zhang Yudan, aged 27, has been appointed as a non-executive Director other members of the Group since 25 October 2019. She holds a master of science degree in Sustainable Urban Development from The Hong Kong Polytechnic University and a bachelor degree in Art Design from Sichuan Fine Arts Institute. She has experience in compliance and investment.

As at the Latest Practicable Date, Ms. Zhang has no interest in any Shares or underlying Shares within the meaning of Part XV of the SFO.

- 12 -

APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Ms. Zhang is appointed by way of a letter of appointment with no fixed terms but will be subject to retirement by rotation and re-election pursuant to the Bye-laws. Ms. Zhang is entitled to receive a director's fee of HK$25,000 per month from the Company which is determined by the Board with reference to the prevailing market conditions, her duties and responsibilities with the Company.

Save as disclosed above, (i) Ms. Zhang has not held any other directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past 3 years; (ii) she has not held any other positions in the Company and other members of the Group; and (iii) she does not have any relationship with any Directors, senior management of the Company, substantial or controlling Shareholders.

Save as disclosed above, there is no other matter about Ms. Zhang which is required to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules or needs to be brought to the attention of the Shareholders in connection with her re-election as a non- executive Director.

- 13 -

APPENDIX III

NOTICE OF AGM

(Incorporated in Bermuda with limited liability)

(Stock Code: 559)

NOTICE OF 2019 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2019 Annual General Meeting (the ''Meeting'') of DeTai New Energy Group Limited (the ''Company'') will be held at Portion 2, 12th Floor, The Center, 99 Queen's Road Central, Hong Kong on Thursday, 5 December 2019 at 10:30 a.m. to consider and, if thought fit, transact the following ordinary businesses:

  1. to receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the ''Director(s)'') and of the auditor for the year ended 30 June 2019.
  2. 2.1 each as a separate resolution, to re-elect the following retiring Directors:
    1. Mr. Wong Hin Shek as an executive Director;
    2. Mr. Chi Chi Hung, Kenneth as an executive Director;
    3. Mr. Chui Kwong Kau as a non-executive Director; and
    4. Ms. Zhang Yudan as a non-executive Director.

    2.2 to authorise the board of Directors (the ''Board'') to fix the Directors' remuneration.

  3. to re-appoint BDO Limited as the Company's auditor and to authorise the Board to fix its remuneration.

As special businesses, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

4. A. ''THAT:

  1. subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with the additional shares of HK$0.05 each in the capital of the Company (the ''Shares'') or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements, and options which would or might require the exercise of such powers, be and is hereby generally and unconditionally approved;

- 14 -

APPENDIX III

NOTICE OF AGM

  1. the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options including bonds warrants, notes, debentures and other securities which carry rights to subscribe for or are convertible into Shares, which would or might require the exercise of such powers after the expiry of the Relevant Period (as hereinafter defined);
  2. the aggregate nominal amount of share capital allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval granted in paragraph (a) of this resolution, otherwise than pursuant to:
    1. a Rights Issue (as hereinafter defined);
    2. the exercise of rights of subscription or conversion attaching to any warrants, bonds, debentures, notes and other securities issued by the Company or any securities which are convertible into Shares;
    3. scrip dividend or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company in force from time to time;
    4. the exercise of options granted under the share option schemes of the Company adopted from time to time in accordance with The Rules (the ''Listing Rules'') Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'');
    5. the exercise of any conversion rights attaching to any convertible notes issued or to be issued by the Company; and
    6. a specified authority granted by the shareholders of the Company in general meeting;

shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the approval granted in paragraph (a) of this resolution shall be limited accordingly; and

  1. for the purpose of this resolution, ''Relevant Period'' means the period from the date of passing of this resolution until whichever is the earliest of:
    1. the conclusion of the next annual general meeting of the Company;

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APPENDIX III

NOTICE OF AGM

  1. the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held; or
  2. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

''Rights Issue'' means an offer of Shares, or an offer or issue of warrants, options or other securities giving rights to subscribe for Shares, open for a period fixed by the Directors to the shareholders of the Company whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company).''

  1. ''THAT:
    1. subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase Shares on the Stock Exchange or on any other stock exchanges on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose (''Recognised Stock Exchange''), subject to and in accordance with all applicable laws and the requirements of the Listing Rules or those of any other Recognised Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;
    2. the aggregate nominal amount of Shares which the Company is authorised to repurchase pursuant to the approval granted in paragraph (a) of this resolution during the Relevant Period (as hereinafter defined) shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the approval granted under paragraph (a) of this resolution shall be limited accordingly; and
    3. for the purpose of this resolution, ''Relevant Period'' means the period from the date of passing of this resolution until whichever is the earliest of:
      1. the conclusion of the next annual general meeting of the Company;

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APPENDIX III

NOTICE OF AGM

    1. the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held; or
    2. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.''
  1. ''THAT conditional upon the passing of the resolutions set out in paragraphs A and B of item 4 in the notice convening this meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with Shares or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements, and options which would or might require the exercise of such powers, pursuant to resolution set out in paragraph A of item 4 above be and is hereby extended by the addition to the aggregate nominal amount of share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate, an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to resolution set out in paragraph B of item 4 above provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution.''

By order of the Board

DeTai New Energy Group Limited

Wong Hin Shek

Chairman and Executive Director

Hong Kong, 31 October 2019

Notes:

  1. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.
  2. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.
  3. To be valid, the instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

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APPENDIX III

NOTICE OF AGM

  1. No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting in cases where the Meeting was originally held within 12 months from such date.
  2. Where there are joint holders of any Shares, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
  3. Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting if the member so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.
  4. The voting at the Meeting (or any adjournment thereof) shall be taken by way of poll.

8.

The register of members of the Company will be closed from Monday, 2 December 2019 to Thursday,

5 December 2019 (both days inclusive) for the purpose of determining the right to attend and vote at the

Meeting, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the Meeting, all share transfer documents accompanied by the corresponding share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration not later than 4:30 p.m. on Friday, 29 November 2019.

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DeTai New Energy Group Limited published this content on 31 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 October 2019 22:41:03 UTC