IRICO New Energy : NOTICE OF CLASS MEETING OF THE HOLDERS OF H SHARES

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彩 虹 集 團 新 能 源 股 份 有 限 公 司

IRICO GROUP NEW ENERGY COMPANY LIMITED*

NOTICE OF CLASS MEETING OF THE HOLDERS OF H SHARES

NOTICE IS HEREBY GIVEN that a class meeting of the holders of H shares (the "H Share Class Meeting") of IRICO Group New Energy Company Limited* (the "Company") will be held at 10:00 a.m. on Monday, 20 January 2020 at the conference room of the Company at No. 1 Caihong Road, Xianyang, Shaanxi Province, the People's Republic of China (or after the conclusion or adjournment of the extraordinary general meeting) for the purpose of considering and, if thought fit, passing the following resolutions:

SPECIAL RESOLUTIONS

1. To consider and approve the extension of validity period of resolution in respect of the proposed issue of not more than 2.3 billion new H shares (the "Proposed H Share Issue") and related matters (the resolution was approved as a special resolution at the extraordinary general meeting and the class meeting of the holders of H shares held on 23 January 2019, respectively), including the extension of validity period of the authorisation to the Board to deal with matters relating to the Proposed H Share Issue. The above validity period shall be extended for a period of 12 months from the date on which the resolution is approved at the extraordinary general meeting and the class meeting of the holders of H shares of the Company to be held on 20 January 2020.

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2. To consider and approve the proposal in relation to the granting of an authorization to the Board to arrange for the necessary amendments to Article 22 of the Articles of Association in order to reflect the shareholding structure change after completion of the issue of new H shares.

By order of the Board

IRICO Group New Energy Company Limited*

Si Yuncong

Chairman

Shaanxi Province, the PRC

6 December 2019

Notes:

1. The H share register of the Company will be closed from Saturday, 21 December 2019 to Monday, 20 January 2020 (both days inclusive), during which no transfer of the Company's H shares will be effected. The shareholders of H shares of the Company intending to attend the H Share Class Meeting are required to lodge their respective instrument(s) of transfer and the relevant share certificate(s) to the Company's H share registrar, Computershare Hong Kong Investor Services Limited by 4:30 p.m. on Friday, 20 December 2019.
2. The shareholders of H shares of the Company whose names appear on the Company's register of members at the close of business on Friday, 20 December 2019 are eligible to attend the H Share Class Meeting after completing the registration procedures for attending the H Share Class Meeting, and are entitled to appoint one or more proxies, to attend and vote on his behalf at the H Share Class Meeting according to the articles of association of the Company. A proxy need not be a shareholder of the Company.
3. Shareholder who intends to attend the H Share Class Meeting should complete the reply slip for attending the meeting attached herewith the notice and return it to the Company on or before Monday, 30 December 2019. The address of the Company is as follows: No. 1 Caihong Road, Xianyang, Shaanxi Province, the PRC. Reply slip can be delivered to the Company in person, by post or by facsimile. The facsimile no. is (86) 29 3333 3852.
4. The appointment of the proxy by completing the enclosed "Proxy Form for the H Share Class Meeting to be held on 20 January 2020" (the "Proxy Form") must be in writing by hand of the appointer or his attorney duly authorized in writing. If the Proxy Form is signed by the attorney or any other person authorized by the appointer, the power of attorney or other authority must be notarized. If the appointer is a corporation, the Proxy Form shall be executed under seal or shall be executed by its director or a duly authorized person. In respect of the shareholders of H shares of the Company, the notarized power of attorney or other authority together with the Proxy Form must be delivered to the Company's H share registrar, Computershare Hong Kong Investor Services Limited at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no less than 24 hours prior to the time designated for convening the H Share Class Meeting (i.e. 10:00 a.m. on Sunday, 19 January 2020) or any adjournment thereof.

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1. A shareholder or proxy attending the H Share Class Meeting should produce his/her identity certificate.
2. Voting at the H Share Class Meeting will be taken by poll.
3. The H Share Class Meeting (together with the relevant extraordinary general meeting of the Company) is expected to last for half a day. Shareholders attending the H Share Class Meeting are responsible for their own transportation and accommodation expenses.
4. Rui Bou Electronics (HK) Limited( 瑞 博 電 子（香 港）有 限 公 司) will abstain from voting in respect of resolution No. 1.

As at the date of this notice, the Board consists of Mr. Si Yuncong and Mr. Chen Xiaoning as executive directors, Mr. Fan Laiying and Mr. Ni Huadong as non-executive directors, and Mr. Feng Bing, Mr. Wang Jialu and Mr. Wang Zhicheng as independent non-executive directors.

• For identification purpose only

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