Bloks Group Limited — AGM Information 2019

Mar 25, 2019

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 RE-ELECTION OF DIRECTORS DECLARATION OF FINAL DIVIDEND CLOSURE OF REGISTER OF MEMBERS 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 Friday, 26 April 2019 at 10:00 a.m. is set out on pages 18 to 22 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

25 March 2019

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

— 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 Friday, 26 April 2019 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$0.02 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” 20 March 2019, 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) Ms. Liu Jianhong (Vice Chairperson) Mr. Yu Weizhou (Chief Executive Officer) Mr. Niu Wenhui Mr. Gui Kai Dr. Shang Li

Non-executive Director: Mr. Wang Feng

Independent non-executive Directors: Mr. Yap Fat Suan, Henry Dr. Jesse Zhixi Fang Ms. Huang Jian Mr. Zhang Zhong

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

25 March 2019

To the Shareholders

Dear Sir or Madam,

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

• for identification purpose only

— 3 —

LETTER FROM THE BOARD

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.

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 8,512,714,965. 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 1,702,542,993 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 851,271,496 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. Gui Kai, Mr. Yap Fat Suan, Henry and Ms. Huang Jian, and pursuant to the Bye-law 102(B), Mr. Zhang Zhong and Mr. Wang Feng shall retire and, being eligible, have offered themselves for re-election at the Annual General Meeting.

Mr. Gui Kai , aged 60, joined the Group in 2015. He has become an Executive Director of the Company since June 2016. He is also a director of subsidiaries of the Group. He holds a Master Degree of China University of Mining & Technology. He had 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 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 this duties and responsibilities with 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 2018, Mr. Gui received a monthly salary of RMB94,000.

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.

— 5 —

LETTER FROM THE BOARD

Mr. Yap Fat Suan, Henry , aged 73, has been an independent non-executive director of the Company since 2006. He is the chairman of the audit committee and a 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. Mr. Yap is also an independent non-executive director of Frontier Services Group Limited, which is listed on the Hong Kong Stock Exchange, and Brockman Mining Limited, which is listed on the Hong Kong 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.

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 will be 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 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. Yap currently receives a monthly remuneration of HK$18,000.

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.

— 6 —

LETTER FROM THE BOARD

Ms. Huang Jian , aged 50, joined the Group in December 2012 as an independent nonexecutive Director. She is a member of the audit committee and the nomination committee of the Company. Ms. Huang holds a Master degree from the Central University of Finance and Economics of the PRC. She is also a certified public accountant in the PRC. Ms. Huang has over 20 years of professional experience in accounting, auditing and taxation. Ms. Huang is the partner of ShineWing Certified Public Accountants and was a fulltime member of SME Board Pubic Offering Review Committee of the China Securities Regulatory Commission.

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

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

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

Ms. Huang has entered into a letter of appointment with the Company for a term of three years and will be subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Bye-laws. Ms. Huang’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. Ms. Huang currently receives a monthly remuneration of HK$18,000.

Save as disclosed above, there is no other matter relating to the re-election of Ms. Huang 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.

— 7 —

LETTER FROM THE BOARD

Mr. Zhang Zhong , aged 49, joined the Group as an independent non-executive director of the Company since 4 June 2018. He is the chairman of the remuneration committee and a member of the audit committee and the nomination committee of the Company. Mr. Zhang received a Master of Laws degree from Renmin University of China and is currently a partner of Zhong Lun Law Firm and an independent non-executive director of Weichai Power Co., Ltd. (000338.sz, 02338.hk), Beijing Dalong Weiye Real Estate Development Co., Ltd. (600159.ss), and Keda Group Co., Ltd. (600986.ss). Mr. Zhang was a member of the 4th, 5th and 6th GEM issuance verification committee of China Securities Regulatory Commission.

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

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

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

Mr. Zhang has entered into a letter of appointment with the Company for a term of three years and will be subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Bye-laws. Mr. Zhang’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. Zhang currently receives a monthly remuneration of HK$18,000.

Save as disclosed above, there is no other matter relating to the re-election of Mr. Zhang 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. Wang Feng , aged 49, joined the Group as a non-executive director of the Company since 28 February 2019. Mr. Wang holds a Master’s degree in North China Electric Power University. Mr. Wang is currently the General Manager of Planning and Investment Department of Huadian Fuxin Energy Corporation Limited (“Huadian Fuxin”), a substantial shareholder of the Company.

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

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

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

Mr. Wang has entered into a letter of appointment with the Company for a term of one year and will be subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Bye-laws. Mr. Wang’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. Wang currently receives a monthly remuneration of HK$18,000

Save as disclosed above, there is no other matter relating to the re-election of Mr. Wang 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

FINAL DIVIDEND

The Board has recommended the payment of a final dividend of HK$0.02 per Share for the year ended 31 December 2018 (“Final Dividend”) to Shareholders whose names appear on the register of members of the Company on Wednesday, 8 May 2019. 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 Friday, 31 May 2019.

CLOSURE OF REGISTER OF MEMBERS

The Register of Members will be closed from Tuesday, 23 April 2019 to Friday, 26 April 2019, 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 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 Thursday, 18 April 2019.

In addition, the Register of Members will also be closed from Monday, 6 May 2019 to Wednesday, 8 May 2019, 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, 3 May 2019.

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.

— 10 —

LETTER FROM THE BOARD

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

— 11 —

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 8,512,714,965 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 851,271,496 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.

— 12 —

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 2018 contained in the 2018 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$
2018
March	0.365	0.330
April	0.365	0.335
May	0.370	0.345
June	0.370	0.335
July	0.365	0.340
August	0.355	0.325
September	0.335	0.310
October	0.325	0.290
November	0.320	0.290
December	0.320	0.295
2019
January	0.335	0.300
February	0.380	0.320
March (up to the Latest Practicable Date)	0.435	0.375

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.

— 13 —

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 an aggregate of approximately 21.78% 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 24.21%. Such increase will not 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.

— 14 —

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$
3 July 2018	1,000,000	0.340	0.340
4 July 2018	2,890,000	0.345	0.345
5 July 2018	4,860,000	0.350	0.345
6 July 2018	8,260,000	0.350	0.350
12 September 2018	2,390,000	0.320	0.320
13 September 2018	1,360,000	0.320	0.320
20 September 2018	10,040,000	0.320	0.315
21 September 2018	4,600,000	0.320	0.315
26 September 2018	530,000	0.315	0.315
27 September 2018	730,000	0.320	0.320
28 September 2018	2,100,000	0.320	0.315
2 October 2018	1,110,000	0.320	0.320
3 October 2018	1,960,000	0.320	0.315
4 October 2018	1,940,000	0.315	0.315

— 15 —

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

		Highest	Lowest
	No. of Shares	price paid	price paid
Date of Repurchase	repurchased	per Share	per Share
		HK$	HK$
5 October 2018	4,600,000	0.320	0.315
8 October 2018	960,000	0.315	0.315
9 October 2018	1,850,000	0.315	0.315
10 October 2018	2,850,000	0.315	0.315
11 October 2018	23,260,000	0.310	0.295
12 October 2018	600,000	0.300	0.300
15 October 2018	1,460,000	0.305	0.300
16 October 2018	5,550,000	0.300	0.295
18 October 2018	4,830,000	0.295	0.295
19 October 2018	13,540,000	0.300	0.290
22 October 2018	5,880,000	0.310	0.295
23 October 2018	2,080,000	0.310	0.300
24 October 2018	3,210,000	0.310	0.300
25 October 2018	1,150,000	0.310	0.300
26 October 2018	270,000	0.315	0.310
29 October 2018	1,720,000	0.310	0.305
31 October 2018	1,240,000	0.310	0.310

— 16 —

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

		Highest	Lowest
	No. of Shares	price paid	price paid
Date of Repurchase	repurchased	per Share	per Share
		HK$	HK$
1 November 2018	120,000	0.315	0.315
2 November 2018	880,000	0.320	0.315
5 November 2018	2,250,000	0.320	0.315
6 November 2018	490,000	0.320	0.315
7 November 2018	1,620,000	0.320	0.315
9 November 2018	2,020,000	0.320	0.315
12 November 2018	10,000	0.320	0.320
14 December 2018	4,020,000	0.310	0.305
17 December 2018	4,400,000	0.310	0.305
18 December 2018	3,240,000	0.310	0.310
19 December 2018	2,390,000	0.310	0.310
20 December 2018	4,280,000	0.310	0.310
21 December 2018	11,970,000	0.315	0.310
24 December 2018	1,250,000	0.315	0.315
27 December 2018	2,620,000	0.315	0.310
28 December 2018	3,700,000	0.320	0.315

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).

— 17 —

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 Friday, 26 April 2019 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 2018.

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

3. To declare a final dividend of HK$0.02 per share of the Company for the year ended 31 December 2018.

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, 25 March 2019

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), Ms. Liu Jianhong (Vice Chairperson), Mr. Yu Weizhou (Chief Executive Officer), Mr. Niu Wenhui, Mr. Gui Kai and Dr. Shang Li (all of above are executive Directors), Mr. Wang Feng (who is a non-executive Director) and Mr. Yap Fat Suan, Henry, Dr. Jesse Zhixi Fang, Ms. Huang Jian and Mr. Zhang Zhong (who are independent nonexecutive 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 Tuesday, 23 April 2019 to Friday, 26 April 2019, 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 Thursday, 18 April 2019.

2. In addition, the principal and branch registers of members of the Company will also be closed from Monday, 6 May 2019 to Wednesday, 8 May 2019, 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, 3 May 2019.

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