Xinte Energy : NOTICE OF THE ANNUAL GENERAL MEETING OF 2020

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XINTE ENERGY CO., LTD.

新特能源股份有限公司

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

(Stock code: 1799)

NOTICE OF THE ANNUAL GENERAL MEETING OF 2020

NOTICE IS HEREBY GIVEN that the annual general meeting of 2020 (the "AGM") of Xinte Energy Co., Ltd. (the "Company") will be held at the Conference Room, International Conference Center at No. 189, South Beijing Road, Changji, Xinjiang, the People's Republic of China (the "PRC") at 11:00 a.m. on Wednesday, 16 June 2021 to consider and approve the following matters:

ORDINARY RESOLUTIONS

To consider and approve the following ordinary resolutions:

1. To consider and approve the report of the board of directors of the Company (the "Board") for the year 2020.
2. To consider and approve the report of the board of supervisors of the Company (the "Supervisory Board") for the year 2020.
3. To consider and approve the final financial accounts of the Company for the year ended 31 December 2020.
4. To consider and approve the profit distribution plan and the distribution of the final dividend of the Company for the year ended 31 December 2020.
5. To consider and approve the Company's annual report for the year 2020.
6. To consider and approve the remuneration plan for directors and supervisors of the Company for the year 2021.
7. To consider and approve the re-appointment of PricewaterhouseCoopers as the Company's international auditor for the year 2021 for a term until the conclusion of the next annual general meeting of the Company, and to authorize the Board to determine its remuneration.

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1. To consider and approve the appointment of each of the director candidates as director for the fourth session of the Board as set out below:
2. 1. to appoint Mr. Zhang Jianxin as an executive director of the Company
   2. to appoint Mr. Yin Bo as an executive director of the Company
   3. to appoint Mr. Xia Jinjing as an executive director of the Company
   4. to appoint Mr. Zhang Xin as a non-executive director of the Company
   5. to appoint Mr. Huang Hanjie as a non-executive director of the Company
   6. to appoint Ms. Guo Junxiang as a non-executive director of the Company
   7. to appoint Mr. Cui Xiang as an independent non-executive director of the Company
   8. to appoint Mr. Chen Weiping as an independent non-executive director of the Company
   9. to appoint Mr. Tam, Kwok Ming Banny as an independent non-executive director of the Company
3. To consider and approve the appointment of each of the non-employee representative supervisor candidates as non-employee representative supervisor for the fourth session of the Supervisory Board as set out below:
4. 1. to appoint Mr. Chen Qijun as a non-employee representative supervisor of the Company
   2. to appoint Mr. Hu Shujun as a non-employee representative supervisor of the Company
   3. to appoint Mr. Han Shu as a non-employee representative supervisor of the Company

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SPECIAL RESOLUTION

To consider and approve the following special resolution:

10. To consider and approve the granting of a general mandate to the Board to issue, allot and deal with additional domestic shares and/or H shares not exceeding 20% of each of the total number of the domestic shares and H shares of the Company respectively in issue, and to authorize the Board to make amendments to the articles of association of the Company (the "Articles") as it thinks fit so as to reflect the new share capital structure upon the allotment or issue of additional shares pursuant to such mandate:

"THAT:

1. (a) subject to paragraph (c) and in accordance with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Articles and relevant laws and regulations of the PRC, the exercise by the Board during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or deal with, either separately or concurrently, additional domestic shares and H shares of the Company and to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers be hereby generally and unconditionally approved;
2. 1. the approval in paragraph (a) above shall authorize the Board during the Relevant Period (as hereinafter defined) to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the expiration of the Relevant Period;
   2. each of the total number of domestic shares and H shares allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Board pursuant to the approval granted in paragraph (a) shall not exceed 20% of each of the total number of domestic shares and H shares of the Company respectively in issue as at the date of passing of this resolution;
   3. the Board will only exercise the above powers in accordance with the Companies Law of the PRC and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to

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time) and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities are obtained; and

1. 1. for the purpose of this resolution:
      "Relevant Period" means the period from the passing of this resolution until the earliest of:
   2. 1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the 12 months after the date of passing the resolution as a special resolution at the AGM; or
      3. the date of revocation or variation of the authority given under this resolution by a special resolution at a general meeting of the Company.
2. the Board be authorized to make amendments to the Articles as necessary so as to reflect the new share capital structure of the Company upon the allotment or issue of shares pursuant to this resolution."

By order of the Board

Xinte Energy Co., Ltd.

Zhang Jianxin

Chairman

Xinjiang, the PRC

14 May 2021

Notes:

1. Important: A circular setting out further details of the abovementioned resolutions and the form of proxy of the AGM will be dispatched and published by the Company in due course. Shareholders of the Company ("Shareholders") who wish to appoint a proxy to attend and vote at the AGM shall first read the Company's annual report for 2020 published on the websites of The Stock Exchange of Hong Kong Limited and the Company, or dispatched to relevant Shareholders. The Company's annual report for 2020 includes, among others, the Report of the Board of Directors for the year 2020, the Report of Supervisory Board for the year 2020, the audited financial accounts and the auditor's report for the year 2020.
2. In order to determine the Shareholders who are eligible to attend and vote at the AGM, the register of members of the Company will be closed from Thursday, 10 June 2021 to Wednesday, 16 June 2021, both days inclusive, during which no transfer of Shares will be effected. Shareholders whose names appear on the register of members of the Company at the close of business on Wednesday, 9 June 2021 shall be entitled to attend and vote at the AGM. In

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order for the holders of Shares to qualify to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Board secretary office (in case of holders of Domestic Shares), at No. 399, South Changchun Road, New Downtown, Urumqi, Xinjiang, the PRC, or the Company's H share registrar (in case of holders of H Shares), Computershare Hong Kong Investor Services Limited, at Shops 1712−1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Wednesday, 9 June 2021 for registration.

In order to determine shareholders who are entitled to receive the final dividend, the register of members of the Company will be closed from Thursday, 24 June 2021 to Wednesday, 30 June 2021, both days inclusive, during which no transfer of shares will be registered. Holders of H Shares and Domestic Shares whose names appear on the register of members of the Company at the close of business on Wednesday, 30 June 2021 are entitled to receive the final dividend. Holders of H Shares who intend to receive the final dividend payment must lodge all transfer documents accompanied by the relevant H share certificates 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, Wan Chai, Hong Kong, no later than 4:30 p.m. on Wednesday, 23 June 2021 for registration.

The Company assumes no responsibility and disclaims all liabilities whatsoever in relation to the tax status or tax treatment of the individual H Shares Shareholders and for any claims arising from any delay in or inaccurate determination of the tax status or tax treatment of the individual H Shares Shareholders or any disputes over the withholding mechanism or arrangements.

1. Shareholders may, by completing the form of proxy of the Company, appoint one or more proxies (whether he/she is a Shareholder) to attend and vote at the AGM (or any adjournment thereof) on his/her behalf. A proxy need not be a Shareholder.
2. Shareholders must use the form of proxy of the Company for appointing a proxy and the appointment must be in writing. The form of proxy must be signed by the relevant Shareholder or by a person duly authorized by the relevant Shareholder in writing ("power of attorney"). If the form of proxy is signed by the person authorized by the relevant Shareholder as aforesaid, the relevant power of attorney and other relevant documents of authorization (if any) must be notarized. If a corporate Shareholder appoints a person other than its legal representative to attend the AGM (or any adjournment thereof) on its behalf, the relevant form of proxy must be affixed with the company seal of the corporate Shareholder or duly signed by its director or any other person duly authorized by that corporate Shareholder of the Company as required by the Articles.
3. To be valid, the form of proxy and the relevant notarized power of attorney (if any) and other relevant authority (if any) as mentioned in note 4 above must be delivered to the Company's Board secretary office at No. 399, South Changchun Road, New Downtown, Urumqi, Xinjiang, PRC, for holders of domestic shares, or the Company's H share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for holders of H shares no later than 24 hours before the time appointed for the AGM (i.e. no later than 11:00 a.m. on Tuesday, 15 June 2021) (or any adjournment thereof).
4. A shareholder of the Company or his/her proxy should produce proof of identity when attending the AGM (or any adjournment thereof). If a corporate Shareholder's legal representative or any other person duly authorized by such corporate Shareholder attends the AGM (or any adjournment thereof), such legal representative or other person shall produce his/her proof of identity, and proof of designation as legal representative or the valid authorization document (as the case may be).

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