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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Concord New Energy Group Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or the transferee or to the bank, 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.

The Securities and Futures Commission of Hong Kong, 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.

Concord New Energy Group Limited

協 合 新 能 源 集 團 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 182)

POSSIBLE OFF-MARKET SHARE BUY-BACK

AND

NOTICE OF SPECIAL GENERAL MEETING

Independent Financial Adviser to Independent Board Committee and

Independent Shareholders

Terms defined in the section headed "Definitions" in this circular shall have the same meaning when used in this cover page, unless the context otherwise requires.

SGM of the Company will be held at 10:00 a.m. on Monday, 15 August 2022 at Suite 3901, 39th Floor, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong.

A notice convening the SGM and a form of proxy for use by the Shareholders at the SGM are enclosed. Whether or not you intend to attend and vote at the SGM in person, you are requested to complete and return the accompanying 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 practicable but in any event no later than 48 hours (i.e.10:00 a.m. on Saturday, 13 August 2022) before the appointed time for holding of the SGM or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof (as the case may be) if you so wish.

PRECAUTIONARY MEASURES FOR THE SPECIAL GENERAL MEETING

Please see page ii of this circular for measures being taken to try to prevent and control the spread of the COVID-19 at the SGM, including:

  • compulsory temperature checks
  • compulsory wearing of surgical face masks
  • no refreshments will be served

Any person who does not comply with the precautionary measures may be denied entry into the SGM venue. The Company reminds Shareholders that they may appoint the chairman of the meeting as their proxies to vote on the relevant resolution(s) at the SGM as an alternative to attending the SGM.

*

For identification purposes only

20 July 2022

CONTENTS

Pages

Precautionary Measures for the Special General Meeting.................................................

ii

Definitions...............................................................................................................................

1

Letter from the Board...........................................................................................................

6

Appendix I

-

Letter from the Independent Board Committee.................................

I-1

Appendix II

-

Letter from the Independent Financial Adviser .................................

II-1

Appendix III -

Financial Information ..........................................................................

III-1

Appendix IV -

General Information .............................................................................

IV-1

Notice of SGM........................................................................................................................

SGM-1

- i -

PRECAUTIONARYMEASURES FOR THE SPECIALGENERALMEETING

In view of the ongoing Novel Coronavirus (COVID-19) epidemic, the Company will implement the following preventive measures at the SGM to protect attending Shareholders, staff and other stakeholders from the risk of infection:

  1. Compulsory body temperature checks will be conducted on every attendee at the entrance of the SGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the SGM venue.
  2. All attendees may be asked whether he/she (a) has travelled outside of Hong Kong within the 14-day period immediately before the SGM; and (b) is subject to any Hong Kong Government prescribed quarantine. Anyone who responds positively to any of these questions will be denied entry into the meeting venue. We will also report to relevant authorities for the breach of quarantine required.
  3. The Company requires attendees to wear surgical face masks inside the SGM venue at all times, and to maintain a safe distance between seats.
  4. No refreshments will be served.

To the extent permitted by law, the Company reserves the right to deny entry into the SGM venue or require any person to leave the SGM venue in order to ensure the safety of the attendees at the SGM.

In the interest of all stakeholders' health and safety and consistent with the COVID-19 guidelines issued by the Government of Hong Kong (available at www.chp.gov.hk/en/ features/102742. html), the Company reminds all Shareholders that physical attendance in person at the SGM is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the chairman of the SGM as their proxies to vote on the relevant resolution(s) at the SGM instead of attending the SGM in person.

- ii -

DEFINITIONS

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

"acting in concert"

has the meaning ascribed to it under the Takeovers Code, and a

"concert party" shall be construed accordingly;

"Announcement"

the announcement of the Company dated 21 June 2022 in

relation to the Proposed Share Buy-back;

"Award Shares"

Shares which are the subject of those share awards that may

be granted by the Company from time to time under the Share

Award Scheme to provide incentives to officers and employees

of the Group for their contributions to the Group;

"Block Trade Mechanism"

the mechanism in which the Company will, subject to the

fulfilment of all the Conditions and the agreement of Huadian,

acquire the Buy-back Shares by way of block trade to be

conducted by the respective brokers of the Company and

Huadian, details of which are set out in the paragraph headed

"Block Trade Mechanism" in the "Letter from the Board" in

this circular;

"Board"

the board of Directors;

"Buy-back Price"

the purchase price to be paid by the Company for the

acquisition of the Buy-back Shares, details of which are set out

in the paragraph headed "Terms of the Proposed Share Buy-

back - Buy-back Price" in the "Letter from the Board" in this

circular;

"Buy-back Shares"

such number of the Disposal Shares proposed to be acquired

by the Company under the Proposed Share Buy-back to be

specified by the Company in the Expression of Interest, which

shall not exceed the number of the Disposal Shares;

"CCASS"

the Central Clearing and Settlement System operated by Hong

Kong Securities Clearing Company Limited;

"China Huadian"

China Huadian Corporation Limited* ( 中國華電集團有限公

司), a company established in the PRC with limited liability;

"Company"

Concord New Energy Group Limited, a company incorporated

in Bermuda with limited liability, the Shares of which are listed

on the Stock Exchange;

- 1 -

DEFINITIONS

"Company Concert Group"

refers to, collectively, the Company, the Directors (except Mr.

Wang Feng, who does not hold any Shares), a trust established

by Ms. Liu Jianhong (a Director), their respective controlled

corporations (including CWPI and Splendor Power Limited),

the Trustee, and other persons acting in concert with the

Directors, details of their holding in Shares are set out in the

paragraph headed "Effect on the Shareholding Structure of the

Company" in the "Letter from the Board" in this circular, and

"any member of the Company Concert Group" means any one

of them;

"Completion Time"

the time at which the acquisition of the Buy-back Shares by the

Company is completed;

"Conditions"

the conditions precedent to be fulfilled before the Company can

give the Expression of Interest to Huadian and to acquire the

Buy-back Shares under the Proposed Share Buy-back, details

of which are set out in the paragraph headed "Terms of the

Proposed Share Buy-back - Conditions" in the "Letter from

the Board" in this circular;

"CWPI"

China Wind Power Investment Limited, which is wholly

owned by Permanent Growth Limited, which is in turn owned

as to 46.77% by Mr. Liu Shunxing and as to 12.36% by

Ms. Liu Jianhong;

"Directors"

the directors of the Company;

"Disposal Shares"

up to 449,000,000 Shares proposed to be disposed of by

Huadian;

"Executive"

the Executive Director of the Corporate Finance Division of

the SFC or any of its delegates;

"Expression of Interest"

the expression of interest which may be given by the Company

(or on its behalf) to Huadian setting out the Company's interest

in acquiring the Buy-back Shares under the Proposed Share

Buy-back at the Buy-back Price and at the Completion Time

both as specified therein;

"Group"

the Company and its subsidiaries;

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong;

"Hong Kong"

the Hong Kong Special Administrative Region of the People's

Republic of China;

- 2 -

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Concord New Energy Group Ltd. published this content on 20 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 July 2022 08:03:07 UTC.