Bloks Group Limited — AGM Information 2017

Apr 27, 2017

THIS DOCUMENT 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 and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer 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.

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)

GRANT OF GENERAL MANDATE TO ISSUE NEW SHARES AND TO REPURCHASE SHARES DECLARATION OF FINAL DIVIDEND RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice of the Annual General Meeting to be held at Unit 3901, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong on Monday, 5 June 2017 at 10:00 a.m. is set out on pages 16 to 19 of this circular. A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed. Whether or not you intend to attend the Annual General Meeting in person, please complete the form of proxy in accordance with the instructions printed thereon and return it to the branch share registrars of the Company, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as practicable but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting thereof should you so wish.

• for identification purpose only

27 April 2017

CONTENTS

	Page
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I — Explanatory Statement on the Repurchase Mandate . . . . . . . . . . .	12
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

— i —

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 Group. 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.

— ii —

DEFINITIONS

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

• “Annual General Meeting” the annual general meeting of the Company to be held at Unit 3901, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong on Monday, 5 June 2017 at 10:00 a.m., or any adjournment thereof (or as the case may be)

• “associate”

has the same meaning ascribed to it under the Listing Rules

• “Board” the board of Directors

• “Bye-laws” the bye-laws of the Company

• “Company”

• Concord New Energy Group Limited, a company incorporated in Bermuda with limited liability and the Shares of which are listed on the main board of the Stock Exchange

• “connected person(s)” has the same meaning ascribed to it under the Listing Rules

• “Directors” the directors of the Company

• “Final Dividend”

• HK$0.01 per Share, subject to the approval by the Shareholders at the Annual General Meeting

• “General Mandate”

• a general mandate proposed to be granted to the Directors to exercise all the powers of the Company to allot, issue and deal with new Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the ordinary resolution in relation thereof

• “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

— 1 —

DEFINITIONS

• “Latest Practicable Date” 24 April 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Repurchase Mandate” a general mandate proposed to be granted to the Directors to exercise all the powers of the Company to repurchase Shares up to a maximum of 10% of the issued share capital of the Company as at the date of the Annual General Meeting

• “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended from time to time

• “Share(s)” the ordinary share(s) of HK$0.01 each in the share 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 Codes on Takeovers and Mergers and Share Buy-backs “%” per cent.

— 2 —

LETTER FROM THE BOARD

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)

Executive Directors:

Mr. Liu Shunxing (Chairman) Mr. Yang Zhifeng (Co-Vice Chairpersons) Ms. Liu Jianhong (Co-Vice Chairpersons) Mr. Yu Weizhou (Chief Executive Officer)

Mr. Niu Wenhui Mr. Gui Kai

Non-executive Director:

Mr. Wu Shaohua

Independent non-executive Directors:

Dr. Wong Yau Kar, David, BBS, JP Mr. Yap Fat Suan, Henry Dr. Shang Li Ms. Huang Jian

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business in Hong Kong: Unit 3901, Far East Finance Centre 16 Harcourt Road Admiralty Hong Kong

27 April 2017

To the Shareholders

Dear Sir or Madam,

GRANT OF GENERAL MANDATE TO ISSUE NEW SHARES AND TO REPURCHASE SHARES DECLARATION OF FINAL DIVIDEND RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding certain resolutions to be proposed at the Annual General Meeting to enable you to make decisions on whether to vote for or against those resolutions.

At the Annual General Meeting, resolutions, amongst others, will be proposed for the Shareholders to approve (i) the General Mandate; (ii) the Repurchase Mandate and (iii) the re-election of the Directors and (iv) the declaration of final dividend.

• for identification purpose only

— 3 —

LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE NEW SHARES

The Directors consider that it is in the best interests of the Company and its Shareholders to grant the General Mandate to the Directors to enhance the flexibility of any possible fund raising or acquisition. At the Annual General Meeting, an ordinary resolution will be proposed to approve the General Mandate for the Directors to allot, issue and otherwise deal with new Shares not exceeding in aggregate 20% of the nominal amount of the share capital of the Company in issue at the date of passing such resolution. As at the Latest Practicable Date, the number of shares in issue were 8,704,394,965. Assuming no further shares will be issued before the date of the Annual General Meeting, the Directors would be granted a General Mandate to issue up to 1,740,878,993 Shares.

The General Mandate, if granted, will continue in force until (a) the conclusion of the next annual general meeting of the Company after the Annual General Meeting; or (b) it is revoked or varied by an ordinary resolution passed in a general meeting of the Company.

REPURCHASE MANDATE

At the Annual General Meeting, an ordinary resolution will be proposed to the Shareholders to grant to the Directors to exercise all the powers of the Company to repurchase Shares up to a maximum of 10% of the issued share capital of the Company as at the date of the Annual General Meeting. Assuming no further shares will be issued before the date of the Annual General Meeting, the Directors would be granted a Repurchase Mandate to repurchase up to 870,439,496 Shares.

If the resolution for the Repurchase Mandate is passed at the Annual General Meeting, the Repurchase Mandate would continue in force until (a) the conclusion of the next annual general meeting of the Company after the Annual General Meeting; or (b) it is revoked or varied by an ordinary resolution passed in a general meeting of the Company.

An explanatory statement to provide the Shareholders with all the information reasonably necessary for them to make an informed decision in relation to the proposed resolution as required by the Listing Rules on the Stock Exchange concerning the regulation of purchase by companies of their own shares on the Stock Exchange is set out in the Appendix I to this circular.

— 4 —

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

Pursuant to the Bye-law 99, Mr. Yang Zhifeng, Dr. Wong Yau Kar, David, BBS, JP and Mr. Yap Fat Suan, Henry, and pursuant to the Bye-law 102(B), Messrs Niu Wenhui, Gui Kai and Wu Shaohua shall retire and, being eligible, have offered themselves for reelection at the Annual General Meeting. Each of Dr. Wong Yau Kar, David, BBS, JP and Mr. Yap Fat Suan, Henry had served the Company as an independent non-executive Director for more than nine years and pursuant to Corporate Governance Code under Appendix 14 to the Listing Rules, their further appointment as independent non-executive Directors should be subject to a separate resolution to be approved by the Shareholders. Nonetheless, the Company believes that both Dr. Wong Yau Kar, David, BBS, JP and Mr. Yap Fat Suan, Henry can independently express opinions on the affairs and contribute to the growth of the Group for the reason that each of Dr. Wong and Mr. Yap continuously meeting the independence guidelines set out in Rule 3.13 of the Listing Rules and has not involved in any daily operation and management of the Group.

Mr. Yang Zhifeng , aged 46, joined the Group in 2007 as an executive Director. He is the Co-Vice Chairperson of the Company since January 2016 and is also a director of various subsidiaries of the Group. Mr. Yang holds his Master degree in International Finance from Renmin University of China and an EMBA from China Europe International Business School. He once worked in China Energy Conservation Investment Corporation and has extensive experience in industrial investment and corporate management.

Mr. Yang is a non-independent director of Pacific Securities Co., Limited (Stock Code: 601099), the share of which is listed on the Shanghai Stock Exchange.

Save as disclosed above, Mr. Yang did not have any directorship in other listed public companies in the past three years.

As at the Latest Practicable Date, Mr. Yang has 7,500,000 Shares within the meaning of Part XV of the SFO.

The major shareholder of the Company, China Wind Power Investment Limited (“CWPI”) currently holds 2,311,469,387 Shares. CWPI is held indirectly by, amongst others, three executive Directors namely, Mr. Liu Shunxing, Mr. Yang Zhifeng and Ms. Liu Jianhong. Save as disclosed herein, Mr. Yang does not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Company.

— 5 —

LETTER FROM THE BOARD

Mr. Yang has not entered into any service contract with the Company and is not appointed for a specific term but will be subject to retirement by rotation and reelection at annual general meeting of the Company in accordance with the Bye-laws. Mr. Yang’s remuneration is determined by reference to his duties and responsibilities with the Company and the prevailing market condition and will be subject to review by the remuneration committee of the Company and the Board from time to time. For the year ended 31 December 2016, Mr. Liu received a basis salary of RMB1,482,000.

Save as disclosed above, there is no other matter relating to the re-election of Mr. Yang that needs to be brought to the attention of the Shareholders, nor there is any other information that needs to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Dr. Wong Yau Kar, David , BBS, JP, aged 59, has been an independent non-executive Director since 2006. He is the chairman of the remuneration committee and member of the audit committee and the nomination committee of the Company. Dr. Wong received a doctorate in Economics from the University of Chicago. Dr. Wong has extensive experience in manufacturing, direct investment and international trade. Dr. Wong is active in public service. He is a Hong Kong deputy of the 12th National People’s Congress of the People’s Republic of China（第十二屆全國人民代表大會）. He is also Chairman of the Land and Development Advisory Committee, Mandatory Provident Fund Schemes Authority and Protection of Wages on Insolvency Fund Board. Dr. Wong was appointed a Justice of Peace (JP) in 2010 and was awarded a Bronze Bauhinia Star (BBS) in 2012 for his valuable contribution to the society.

Dr. Wong is currently an independent non-executive director of Huayi Tencent Entertainment Company Limited, Redco Properties Group Limited, Yunfeng Financial Group Limited, Shenzhen Investment Limited and Sinopec Kantons Holdings Limited, the shares of which all are listed on the Stock Exchange.

Save as disclosed above, Dr. Wong did not have any directorship in other listed public companies in the past three years.

As at the Latest Practicable Date, Dr. Wong did not have any Shares within the meaning of Part XV of the SFO.

Save as disclosed herein, Dr. Wong does not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Company.

— 6 —

LETTER FROM THE BOARD

Dr. Wong has entered into a letter of appointment with the Company for a term of three years and is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Bye-laws. Dr. Wong’s remuneration is determined by reference to his duties and responsibilities with the Company and the prevailing market condition and is subject to review by the remuneration committee of the Company and the Board from time to time. Dr. Wong currently receives a monthly remuneration of approximately HK$15,000.

Save as disclosed above, there is no other matter relating to the re-election of Dr. Wong that needs to be brought to the attention of the Shareholders, nor there is any other information that needs to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Mr. Yap Fat Suan, Henry , aged 71, has been an independent non-executive Director since 2006. He is the chairman of the audit committee and member of the nomination committee and the remuneration committee of the Company. He holds a master degree in Business Administration from the University of Strathclyde, Glasgow, in the United Kingdom. He is a fellow member of the Institute of Chartered Accountants in England and Wales and an associate member of the Hong Kong Institute of Certified Public Accountants. He has extensive experience in finance and accounting. He retired as the managing director of Johnson Matthey Hong Kong Limited in June 2007 and prior to that appointment he was the general manager of Sun Hung Kai China Development Limited. Mr. Yap is also an independent non-executive director of Frontier Services Group Limited, which is listed on the Stock Exchange, and Brockman Mining Limited, which is listed on the Stock Exchange and the Australian Securities Exchange.

Save as disclosed above, Mr. Yap did not have any directorship in other listed public companies in the past three years.

As at the Latest Practicable Date, Mr. Yap has 200,000 Shares within the meaning of Part XV of the SFO.

Save as disclosed herein, Mr. Yap does not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Company.

Mr. Yap has entered into a letter of appointment with the Company for a term of three years and is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Bye-laws. Mr. Yap’s remuneration is determined by reference to her duties and responsibilities with the Company and the prevailing market condition and is subject to review by the remuneration committee of the Company and the Board from time to time. Mr. Yap currently receives a monthly remuneration of approximately HK$15,000.

— 7 —

LETTER FROM THE BOARD

Save as disclosed above, there is no other matter relating to the re-election of Mr. Yap that needs to be brought to the attention of the Shareholders, nor there is any other information that needs to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Mr. Niu Wenhui , aged 46, joined the Group in 2010. He is the Executive Director of the Company since January 2017 and is also Chief Financial Officer and a director of various subsidiaries of the Group. Mr. Niu holds his Master degree in Business Administration of Beihang University. He once served as Vice President of China Ruilian Industrial Group and Chief Financial Officer of Rainbow Group Shenzhen Branch.

Save as disclosed above, Mr. Niu did not have any directorship in other listed public companies in the past three years.

As at the Latest Practicable Date, Mr. Niu has 4,000,000 Shares within the meaning of the Part XV of the SFO.

Mr. Niu does not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Company.

Mr. Niu has not entered into any service contract with the Company and is not appointed for a specific term but will be subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Bye-laws. Mr. Niu’s remuneration is determined by reference to his duties and responsibilities with the Company and the prevailing market condition and will be subject to review by the remuneration committee of the Company and the Board from time to time. Mr. Niu is entitled to a monthly salary of RMB83,350.

Save as disclosed above, there is no other matter relating to the re-election of Mr. Niu that needs to be brought to the attention of the Shareholders, nor there is any other information that needs to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

— 8 —

LETTER FROM THE BOARD

Mr. Gui Kai , aged 58, joined the Group in 2015 as Vice President. He is the Executive Director of the Company since June 2016 and is also a director of various subsidiaries of the Group. Mr. Gui holds his Master degree in China University of Mining & Technology. He once served as General Manager of Shenhua Trading Group and Shenhua Science and Technology Development Co., Limited.

Save as disclosed above, Mr. Gui did not have any directorship in other listed public companies in the past three years.

As at the Latest Practicable Date, Mr. Gui has 3,600,000 Shares within the meaning of the Part XV of the SFO.

Mr. Gui does not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Company.

Mr. Gui has not entered into any service contract with the Company and is not appointed for a specific term but will be subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Bye-laws. Mr. Gui’s remuneration is determined by reference to his duties and responsibilities with the Company and the prevailing market condition and will be subject to review by the remuneration committee of the Company and the Board from time to time. Mr. Gui is entitled to a monthly salary of RMB83,350.

Save as disclosed above, there is no other matter relating to the re-election of Mr. Gui that needs to be brought to the attention of the Shareholders, nor there is any other information that needs to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

— 9 —

LETTER FROM THE BOARD

Mr. Wu Shaohua , aged 50, he is the non-Executive Director since February 2017. He holds a Master’s degree in Nanchang Hangkong University and a MBA in Peking University. Mr. Wu is the General Manager of Engineering Management Department of Huadian Fuxin Energy Corporation Limited (“Huadian Fuxin”, a substantial shareholder of the Company).

Save as disclosed above Mr. Wu did not have any directorship in other listed public companies in the past three years.

As at the Latest Practicable Date, Mr. Wu did not have any Shares within the meaning of Part XV of the SFO.

Mr. Wu does not have any relationship with any Director, senior management, or substantial or controlling shareholders of the Company.

Mr. Wu has entered into a letter of appointment with the Company for a term of 1 year and is subject to retirement by rotation and re-election at the general meetings of the Company in accordance with the Bye-laws. Mr. Wu’s remuneration is determined by reference to his duties and responsibilities with the Company and the prevailing market condition and is subject to review by the remuneration committee of the Company and the Board from time to time. Mr. Wu currently receives a monthly remuneration of HK$15,000.

Save as disclosed above, there is no other matter relating to the re-election of Mr. Wu that needs to be brought to the attention of the Shareholders, nor there is any other information that needs to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

FINAL DIVIDEND

The Board has recommended the payment of a final dividend of HK$0.01 per Share for the year ended 31 December 2016 (“Final Dividend”) to Shareholders whose names appear on the register of members of the Company on 14 June 2017. The proposed Final Dividend is subject to approval by the Shareholders at the Annual General Meeting and a resolution will be proposed to the Shareholders for voting at the Annual General Meeting. If the resolution for the proposed Final Dividend is passed at the Annual General Meeting, the proposed Final Dividend will be paid on or about 5 July 2017.

CLOSURE OF REGISTER OF MEMBERS

The Register of Members will be closed from Wednesday, 31 May 2017 to Monday, 5 June 2017, both days inclusive, during which period no transfer of shares will be registered. In order to determine members who are entitled to attend and vote at the AGM, all transfer of

— 10 —

LETTER FROM THE BOARD

shares accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration by not later than 4:30 p.m. on Monday, 29 May 2017.

In addition, the Register of Members will also be closed from Monday, 12 June 2017 to Wednesday, 14 June 2017, both days inclusive, during which period no transfer of shares will be registered. In order to determine members who are entitled to qualify for the proposed final dividend, all transfer of shares accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration by not later than 4:30 p.m. on Friday, 9 June 2017.

RECOMMENDATIONS

Under the Listing Rules, all resolutions at the Annual General Meeting are required to be voted by poll. Accordingly, the Chairman of the Annual General Meeting will demand a poll vote for all the resolutions set out in the Notice of Annual General Meeting.

The Directors consider that all the proposed resolutions at the Annual General Meeting are in the best interests of the Company and the Shareholders as a whole and, accordingly, the Directors recommend all Shareholders to vote for all the resolutions, including the resolutions relating (i) the General Mandate; (ii) the Repurchase Mandate and (iii) the reelection of the Directors and (iv) the declaration of final dividend at the Annual General Meeting.

A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed. Whether or not you intend to attend and vote at the Annual General Meeting in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the branch share registrars of the Company, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as practicable but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting thereof should you so wish.

Yours faithfully,

For and on behalf of the Board

Liu Shunxing Chairman

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide information to Shareholders regarding the Repurchase Mandate as referred to in the section headed “Repurchase Mandate” on page 4 of this circular.

SHARE CAPITAL

The shares proposed to be repurchased by a company must be fully paid-up. A maximum of 10% of the existing issued share capital as at the date of passing the relevant resolution may be repurchased on the Stock Exchange.

It is proposed that up to 10% of the Shares in issue at the date of passing the resolution to approve the Repurchase Mandate may be repurchased. As at the Latest Practicable Date, the number of share in issue was 8,704,394,965 Shares. On the basis of such number (assuming no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of passing such resolution), the Directors would be authorised to repurchase a maximum of 870,439,496 Shares.

REASONS FOR REPURCHASES

The Directors believe that the ability to repurchase shares is in the best interests of the Company and the Shareholders. Repurchases of shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per share. The Directors are seeking the approval for the grant of the Repurchase Mandate to repurchase shares to give the Company the flexibility to do so if and when appropriate. The number(s) of shares to be repurchased, the price and other terms upon which the same are repurchased, and whether shares are to be repurchased on any occasion will be decided by the Directors at the relevant time having regard to the factors and circumstances then pertaining.

FUNDING OF REPURCHASE

It is envisaged that the funds required for any repurchase would be derived from the capital paid up on the shares being repurchased or from the funds of the Company which would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of shares made for the purposes of the repurchase, and in the case of any premium payable on such repurchase, funds of the Company which would otherwise be available for dividend or distribution or from the Company’s share premium account before the repurchase, being funds legally available for this purpose in accordance with the memorandum of association of the Company and the Bye-laws and the Companies Act 1981 of Bermuda.

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

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 for the year ended 31 December 2016 contained in the 2016 annual report) if the Repurchase Mandate were to be exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

PRICES OF THE SHARES

The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the twelve months preceding the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2016
April	0.445	0.385
May	0.430	0.370
June	0.460	0.400
July	0.500	0.410
August	0.500	0.460
September	0.490	0.400
October	0.430	0.385
November	0.410	0.370
December	0.430	0.385
2017
January	0.430	0.380
February	0.455	0.405
March	0.435	0.390
April (up to the Latest Practicable Date)	0.380	0.370

UNDERTAKING

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates, presently intend to sell any shares to the Company under the Repurchase Mandate in the event that the Repurchase Mandate is approved by Shareholders and exercised.

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the proposed resolution in accordance with the Listing Rules and the applicable law of Bermuda and the Bye-laws.

No other connected persons have notified the Company that they have a present intention to sell any shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by Shareholders and exercised.

TAKEOVERS CODE

If on 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 will increase, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert, depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and may become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, Mr. Liu Shunxing (“Mr. Liu”) is interested and is deemed to be interested in approximately 28.09% of the issued share capital of the Company. In the event that the Directors exercise the power to repurchase Shares in full pursuant to the Repurchase Mandate, the percentage of holding in the Shares by Mr. Liu would be increased to approximately 31.22%. Such increase will give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no present intention to exercise the Repurchase Mandate to such an extent that would result in any takeover obligation of any party.

The Directors have no present intention to exercise the Repurchase Mandate to such an extent that would result in the number of Shares held by the public falling below 25% of total number of Shares in issue.

Save as disclosed above, the Directors are not aware of any Shareholder or group of Shareholders acting in concert, who may become obliged to make a mandatory offer under Rule 26 of the Takeovers Code as a consequence of any purchases pursuant to the Repurchase Mandate.

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

REPURCHASE OF SHARES

During the twelve months preceding the Latest Practicable Date, the Company repurchased the following Shares on the Stock Exchange:

		Highest	Lowest
	No. of Shares	price paid	price paid
Date of Repurchase	repurchased	per Share	per Share
		HK$	HK$
19 April 2016	570,000	0.415	0.410
20 April 2016	1,350,000	0.420	0.410
21 April 2016	680,000	0.410	0.410
29 June 2016	1,200,000	0.415	0.410
30 September 2016	500,000	0.410	0.405
11 October 2016	1,430,000	0.410	0.400
29 December 2016	10,920,000	0.405	0.395
30 December 2016	8,450,000	0.410	0.400
9 March 2017	6,830,000	0.420	0.410
10 March 2017	370,000	0.420	0.420
27 March 2017	6,000,000	0.410	0.405
21 April 2017	6,530,000	0.380	0.375

Save as disclosed above, neither the Company nor any of its subsidiaries repurchased any of its securities in the twelve months preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).

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NOTICE OF ANNUAL GENERAL MEETING

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)

NOTICE IS HEREBY GIVEN that the annual general meeting of Concord New Energy Group Limited (the “ Company ”) will be held at Unit 3901, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong on Monday, 5 June 2017 at 10:00 a.m. (the “ Annual General Meeting ”) for the following purposes:

AS ORDINARY BUSINESS

1. To receive and adopt the audited financial statements and reports of the directors and the independent auditor of the Company for the year ended 31 December 2016.

2. To declare a final dividend of HK$0.01 per share of the Company for the year ended 31 December 2016.

3. To re-elect the retiring directors and to authorize the board of directors of the Company to fix the directors’ remuneration.

4. To re-appoint Deloitte Touche Tohmatsu as independent auditor and to authorise the board of directors of the Company to fix their remuneration.

* for identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

AS SPECIAL BUSINESS

To consider and, if thought fit, pass with or without modifications, the following resolutions of the Company:

1. “ THAT :

2. (a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares in the capital 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 and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;

4. (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval granted in paragraph (a), otherwise than pursuant to (i) a Rights Issue, or (ii) the share option scheme of the Company approved by the Stock Exchange or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-laws of the Company, shall not exceed the aggregate of 20 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and

5. (d) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

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NOTICE OF ANNUAL GENERAL MEETING

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or bye-laws of the Company to be held; or

• (iii) the date upon which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the Company in a general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the directors of the Company to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange, in any territory outside Hong Kong).”

1. “ THAT :

2. (a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to repurchase shares in the capital of the Company on the Stock Exchange or on any other stock exchange on which securities of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws, be and the same is hereby generally and unconditionally approved;

3. (b) the aggregate number of shares to be purchased or agreed conditionally or unconditionally to be purchased by the directors of the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent. of the issued share capital of the Company at the date of passing this resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (c) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the bye-laws of the Company to be held; or

• (iii) the date upon which the authority set out in this Resolution is revoked or varied by way of ordinary resolution of the Company in general meeting.”

• “ THAT the aggregate number of shares in the capital of the Company which shall have been repurchased by the Company subsequent and pursuant to the passing of Ordinary Resolution 6 (up to a maximum of 10 per cent. of the issued shares at the date of passing Ordinary Resolution 6) shall be added to the aggregate number of shares that may be allotted or agreed conditionally or unconditionally to be allotted by the Company pursuant to Ordinary Resolution 5 above.”

By order of the Board Chan Kam Kwan, Jason Company Secretary

Hong Kong, 27 April 2017

Notes:

1. Any shareholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.

2. In order to be valid, the form of proxy in the prescribed form together with a power of attorney or other authority (if any) under which it is signed must be deposited at the Company’s branch share registrars, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding of the meeting.

3. As at the date hereof, the Board comprises Mr. Liu Shunxing (Chairman), Mr. Yang Zhifeng and Ms. Liu Jianhong (who are Co-Vice Chairpersons), Mr. Yu Weizhou (Chief Executive Officer), Mr. Niu Wenhui and Mr. Gui Kai (all of above are executive directors), Mr. Wu Shaohua (who is non-executive director) and Dr. Wong Yau Kar, David, BBS, JP, Mr. Yap Fat Suan, Henry, Dr. Shang Li and Ms. Huang Jian (who are independent non-executive directors).

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NOTICE OF ANNUAL GENERAL MEETING

1. The principal and branch registers of members of the Company will be closed from Wednesday, 31 May 2017 to Monday, 5 June 2017, both days inclusive, during which period no transfer of shares will be registered. In order to determine members who are entitled to attend and vote at the Annual General Meeting, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrars and transfer office, Tricor Tengis Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration by not later than 4:30 p.m. on Monday, 29 May 2017.

2. In addition, the principal and branch registers of members of the Company will also be closed from Monday, 12 June 2017 to Wednesday, 14 June 2017, both days inclusive, during which period no transfer of shares will be registered. In order to determine members who are entitled to qualify for the proposed final dividend, all transfer of shares accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Tricor Tengis Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration by no later than 4:30 p.m. on Friday, 9 June 2017.

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