Bloks Group Limited — Proxy Solicitation & Information Statement 2016

Oct 13, 2016

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(s) or the transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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 the Bermuda with limited liability)

(Stock code: 182)

MAJOR TRANSACTION

PURCHASE OF WIND POWER ELECTRICITY GENERATION EQUIPMENT

Financial Adviser to the Company

A special general meeting (the “SGM”) of the Company will be held at 10:00 a.m. on 31 October 2016, Monday at Unit 3901, 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 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable but in any event no later than 48 hours 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.

* for identification purposes only

14 October 2016

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I — Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II — General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21

— i —

DEFINITIONS

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

• “associates”

has the meaning ascribed to it by the Listing Rules

• “Company”

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

• “Director(s)”

the director(s) of the Company

• “Group”

the Company and its subsidiaries

• “GW”

• Gigawatt (1,000,000,000 watts), the commonly used unit of power in qualifying the electricity generation

• “HK$”

• Hong Kong dollar(s), the lawful currency of Hong Kong

• “HNEE”

Haotai New Energy Equipment Ltd.* （浩泰新能源裝備有限 公司）, a limited liability company incorporated in the PRC and a wholly owned subsidiary of the Company

• “Independent Third Party(ies)”

third party(ies) independent of the Company and its connected persons (as defined under the Listing Rules)

• “KW”

• Kilowatt (1,000 watts), the commonly used unit of power in quantifying the electricity generation

• “kWh”

• Kilowatt-hour, a standard unit of energy used in the electric power industry. One kilowatt-hour is the amount of energy that would be produced by a generator producing one thousand watts for one hour

• “Latest Practicable Date”

• 12 October 2016, the latest practicable date before the printing of this circular for ascertaining certain information contained therein

• “Listing Rules”

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

— 1 —

DEFINITIONS

• “MW” Megawatt (1,000,000 watts), the commonly used unit of power in quantifying the electricity generation

• “PRC” the People’s Republic of China

• “Previous Purchase collectively the Purchase Contract 1, the Purchase Contract Contract(s)” 2, the Purchase Contract 3 and the Purchase Contract 4

• “Purchase Contract 1” the wind power electricity generation equipment purchase contract TCCH and the Supplier dated 23 July 2015

• “Purchase Contract 2” the wind power electricity generation equipment purchase contract TCCH and the Supplier dated 26 January 2016

• “Purchase Contract 3” the wind power electricity generation equipment purchase contract TCCH and the Supplier dated 6 April 2016

• “Purchase Contract 4” the wind power electricity generation equipment purchase contract HNEE and the Supplier dated 2 August 2016

• “Purchase Contract 5” the wind power electricity generation equipment purchase contract HNEE and the Supplier entered into on 22 September 2016

• “RMB” Renminbi, the lawful currency of the PRC

• “SFO” Securities and Futures Ordinance, Chapter 571 of the laws of Hong Kong

• “SGM” the special general meeting of the company to be convened and held at Unit 3901, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong at 10:00 a.m. on 31 October 2016, Monday for the Shareholders to consider and approve, if thought fit, among other things, the Purchase Contracts 5 and the transactions contemplated thereunder or any adjournment thereof (as the case may be)

• “Share(s)” the ordinary share(s) of HK$0.01 each in the share capital of the Company

— 2 —

DEFINITIONS

• “Shareholder(s)”

holder(s) of the Shares

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

• “Supplier”

Xinjiang Goldwind Science & Technology Co., Ltd.*（新 疆金風科技股份有限公司）, a limited liability company incorporated in the PRC

“TCCH”

• Tianjin Century Concord Huaxing Wind Power Equipment Co., Ltd.* （天津協合華興風電裝備有限公司）, a limited liability company incorporated in the PRC and a wholly owned subsidiary of the Company

“Transactions” the transactions contemplated under the Previous Purchase Contract(s), and the Purchase Contract 5

“%”

per cent.

• for identification purposes only.

Note: The translation of RMB into HK$ is based on the exchange rate of RMB1.00 to HK$1.16, and are provided for information purposes only.

— 3 —

LETTER FROM THE BOARD

Concord New Energy Group Limited 協合新能源集團有限公司 *

(Incorporated in the Bermuda with limited liability)

(Stock code: 182)

Executive Directors: Mr. Liu Shunxing (Chairman) Mr. Yang Zhifeng (Co-Vice Chairperson) Ms. Liu Jianhong (Co-Vice Chairperson) Mr. Yu Weizhou (Chief Executive Officer) Mr. Gui Kai

Non-executive Director:

Mr. Gao Fuchun

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: Suite 3901 Far East Finance Centre 16 Harcourt Road Admiralty Hong Kong

14 October 2016

To the Shareholders:

Dear Sir or Madam,

MAJOR TRANSACTION PURCHASE OF WIND POWER ELECTRICITY GENERATION EQUIPMENT

INTRODUCTION

Reference is made to the announcements of the Company dated 23 July 2015, 26 January 2016, 6 April 2016 and 2 August 2016 in relation to the purchase of wind power electricity generation equipment from the Supplier for the Group’s wind farm project in Hunan Province （湖南省） and Anhui Province （安徽省）, the PRC pursuant to the Previous Purchase Contracts.

— 4 —

LETTER FROM THE BOARD

Reference is also made to the announcement of the Company dated 22 September 2016. On 22 September 2016, HNEE and the Supplier, an Independent Third Party, entered into the Purchase Contract 5 regarding the purchase of wind power electricity generation equipment from the Supplier at an aggregate consideration of RMB428,000,000 (equivalent to approximately HK$496,480,000) for the Group’s wind farm project in Henan Province （河南省）.

THE PURCHASE CONTRACT 5

The principal terms of the Purchase Contract 5 are summarised of follows:

Date: 22 September 2016 Parties: HNEE, the buyer

Xinjiang Goldwind Science & Technology Co., Ltd.* （新疆金風科 技股份有限公司）, an Independent Third Party, the supplier

Consideration: RMB428,000,000 (equivalent to approximately HK$496,480,000)

Under the Purchase Contract 5, the Group has agreed to buy from the Supplier (i) 24 sets of wind power electricity generation facilities of 2,500KW each; (ii) 20 sets of such facilities of 2,000KW each and (iii) ancillary equipment for the Group’s development of the Henan Project with a capacity of 100MW.

The amount of consideration includes fees in relation to, inter alia, the purchase of machinery and equipment, technical support services to be provided by the Supplier, tax payment and delivery and insurance costs. The Supplier will provide a warranty period of 5 years in respect of the machinery and equipment supplied.

The above consideration payable by the Group is on normal commercial terms and is agreed after arm’s length negotiation principally with reference to the market unit price and quantity of each machinery, equipment or forming part of the wind power electricity generation equipment to be supplied as set out in Purchase Contract 5.

According to the Purchase Contract 5, the Supplier shall pay 10% of the above consideration within 15 days from the effective date of the Purchase Contract 5 as performance bond for any breach of its obligations under the Purchase Contract 5, which shall be refunded to the Supplier within 30 days after completion of the pre-examination of the relevant machinery and equipment. 10% of the above consideration shall be payable within 35 days after receipt of the performance bond deposit and evidence of such payment.

— 5 —

LETTER FROM THE BOARD

The Supplier shall deliver and install machinery and equipment of 100MW, and the payment of consideration to be made by the Group by instalment will be based on the stages of completion, including the time of delivery and examination of Equipment on the terms of Purchase Contract 5.

The consideration will be payable in cash or by way of acceptance bill of exchange. The purchase will be financed by internal resources of the Group or borrowings.

THE SUPPLIER

The Supplier is a supplier of wind power machinery and equipment in the PRC. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Supplier and its ultimate beneficial owner(s) are the Independent Third Parties.

REASONS FOR AND BENEFIT TO ENTERING INTO THE PURCHASE CONTRACT 5

The Group is principally engaged in (i) investing in wind and solar power projects and (ii) offering professional technical services and integrated solution to the wind and solar power generation projects.

It is in the ordinary and usual course of business of the Group to build wind power plants in the PRC, including, among other projects, the subject projects in Henan, the PRC. The purchases of the machinery and equipment from the Supplier under the Purchase Contract 5 represent part of the Group’s ordinary investments in its wind power projects.

The Purchase Contract 5 was entered into after the Group’s tender process. The Group evaluated the terms of the Purchase Contract 5 based on, among other factors, the specifications and needs of the Group, the credentials and experience of the Supplier, the quality of the products to be supplied by the Supplier, the services agreed to be rendered by the Supplier, the products warranty provided by the Supplier and the terms offered by other suppliers to the Group.

The Directors (including the independent non-executive Directors) consider that the overall terms offered by the Supplier under the Purchase Contract 5 are on normal commercial terms, fair and reasonable and in the interests of the Company and its shareholders as a whole.

— 6 —

LETTER FROM THE BOARD

PAST TRANSACTIONS REQUIRING DISCLOSURE AS A REQUEST OF AGGREGATION

Set out below is a summary of the discloseable transactions (other than the transactions contemplated under Purchase Contract 5) entered into between TCCH/HNEE and the Supplier relating to the purchase of wind power electricity generation equipment, during the period from 23 July 2015 to the Latest Practicable Date. Such transactions were subject to the announcement requirements and exempt from shareholders’ approval under the Listing Rules. Given the Transactions are transacted with the same party, the Supplier, and are similar in nature, aggregation is required pursuant to the Rule 14.22 of the Listing Rules.

	Purchase	Purchase	Purchase	Purchase
	Contract 1	Contract 2	Contract 3	Contract 4
Date of contract:	23 July 2015	26 January 2016	6 April 2016	2 August 2016
Buyer:	TCCH	TCCH	TCCH	HNEE
Equipment:	24 sets of	24 sets of	24 sets of	24 sets of
	wind power	wind power	wind power	wind power
	generation	generation	generation	generation
	facilities of	facilities of	facilities of	facilities of
	2,000KW each	2,000KW each	2,000KW each	2,000KW each
Consideration:	213.60	213.60	205.44	205.44

(RMB million)

The Company has already been fully complied with the requirements under the Listing Rules to announce the aforesaid transactions.

IMPLICATIONS OF THE LISTING RULES

As the Previous Purchase Contracts and the Purchase Contract 5 were entered into among the same parties, the transactions contemplated under the aforesaid contracts are required to be aggregated pursuant to the Rule 14.22 of the Listing Rules. When the Transactions are aggregated, the applicable percentage ratios in respect of the Transactions exceed 25% but are less than 100% and thus such transactions constitute a major transaction, which is subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

— 7 —

LETTER FROM THE BOARD

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, as at the Latest Practicable Date, the Supplier does not hold any Shares and no Shareholders or their associates have a material interest in the transactions contemplated under the Purchase Contract 5.

No Shareholder is required to abstain from voting on the resolution(s) in respect of the Purchase Contract 5 at the SGM.

SPECIAL GENERAL MEETING

The SGM shall be held at 10:00 a.m. on 31 October 2016, Monday at Unit 3901, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong. The SGM will be held for the purpose of considering and, if thought fit, approving, among other things, the Purchase Contract 5 and the transaction contemplated thereunder. A notice convening the SGM and a form of proxy for use at the SGM are enclosed herewith. Whether or not you are able to attend the SGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, 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 SGM. Completion and return of the form of proxy will note preclude you from attending and voting at the SGM or any adjourned meeting should you so desire.

RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the terms of the Purchase Contract 5 are on normal commercial terms, fair and reasonable and in the interest of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolution to be proposed at the SGM.

ADDITIONAL INFORMATION

Your attention is drawn to the information set out elsewhere in this circular and in the appendices to it.

Your faithfully, For and on behalf of

Concord New Energy Group Limited Liu Shunxing

Chairman

— 8 —

FINANCIAL INFORMATION

APPENDIX I

1. CONSOLIDATED FINANCIAL INFORMATION OF THE GROUP FOR EACH OF THE THREE FINANCIAL YEARS ENDED 31 DECEMBER 2015 AND THE SIX MONTHS ENDED 30 JUNE 2016

Financial information of the Group for each of the three years ended 31 December 2013, 2014 and 2015 and the six months ended 30 June 2016 are disclosed in the following documents which have been published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.chinawindpower.com.hk) respectively:

• Interim Report 2016 (pages 31 to 54): http://www.hkexnews.hk/listedco/listconews/SEHK/2016/0913/LTN20160913630.pdf

• Annual Report 2015 (pages 65 to 266): http://www.hkexnews.hk/listedco/listconews/SEHK/2016/0425/LTN20160425997.pdf

• Annual Report 2014 (pages 34 to 170): http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0429/LTN201504291480.pdf

• Annual Report 2013 (pages 35 to 170): http://www.hkexnews.hk/listedco/listconews/SEHK/2014/0428/LTN201404281457.pdf

2. STATEMENT OF INDEBTEDNESS

At the close of business on 31 August 2016, being the latest practicable date for ascertaining the indebtedness of the Group prior to the printing of this circular, the Group had outstanding bank borrowings of approximately HK$4,746,000,000. Among these bank borrowings, there was a bank loan of HK$2,279,161,000 that was guaranteed by subsidiaries, of HK$1,078,905,000 that was under finance lease agreement, of HK$232,198,000 that was credit loan and of HK$1,155,736,000 that was secured by a subsidiary’s fixed assets and account receivables with carrying value of approximately HK$1,004,295,000 and HK$286,011,000 respectively.

Save as aforesaid or as otherwise disclosed herein, and apart from intra-group liabilities, the Group did not have outstanding as at 31 August 2016 any loan capital issued and outstanding or agreed to be issued, bank overdrafts, loan or other similar indebtedness, liabilities under acceptances or acceptable credits, debentures, mortgages, charges, hire purchase commitments, guarantees or other material contingent liabilities.

— 9 —

FINANCIAL INFORMATION

APPENDIX I

3. WORKING CAPITAL

The Directors, after due and careful enquiry, are of the opinion that taking into account of the financial resources available to the Group including internally generated funds and the available banking facilities and in the absence of unforeseen circumstances, the Group will have sufficient working capital for its present requirements, that is for at least the next twelve months from the date of this circular.

4. NO MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2015, being the date to which the latest published audited financial statements of the Group were made up.

5. FINANCIAL EFFECTS OF ENTERING INTO THE PURCHASE CONTRACT 5 ON THE GROUP

The purchase under Purchase Contract 5 will be financed by internal resources of the Group or borrowings.

The total consideration under the Purchase Contract 5 is RMB428,000,000 (approximately HK$496,480,000). Upon the delivery of the wind power generation equipment to the Group, the cost of equipment will be included in the Group’s consolidated balance sheet as property, plant and equipment.

The purchase under the Purchase Contract 5 will result in an increase in the noncurrent assets of the Group and result in (i) a decrease in cash and cash equivalents of the Group (if the purchase is wholly financed by internal resources of the Group) or (ii) an increase in the indebtedness of the Group (if the purchase is wholly financed by borrowings) or (iii) a decrease in cash and cash equivalents and an increase in the indebtedness of the Group (if the purchase is financed by a combination of internal resources of the Group and borrowings).

The equipment is necessary for the development of the wind farm project in Henan Province （河南省）, which is expected to enhance the earnings prospects of the Group.

— 10 —

FINANCIAL INFORMATION

APPENDIX I

6. FINANCIAL AND TRADING PROSPECT OF THE GROUP

As mentioned in the “Outline of the 13th Five-Year Plan for the National Economic and Social Development of the PRC”, by 2020, the proportion of non-fossil energy to China’s total primary energy consumption will reach 15% and the carbon dioxide emission per unit of GDP will decrease by 18% as compare to that of 2015. To achieve this target, during the period of the “13th Five-Year”, China will substantially increase the proportion of non-fossil energy consumption. According to the preliminary plan, by 2020, Mainland China will have installed capacity of wind power and solar power reaching 250GW and 150GW, with planned generation of wind power and solar power keeping 30GW and 20GW each year. In March 2016, the National Energy Administration (“ NEA ”) issued the “Notice on Issuing the 2016 Programme for the Nationwide Development and Construction of Wind Power” （《關於下達 2016 年全國風電開發建設方案的通知》） stating the development and construction capacity of wind power in Mainland China this year will reach 30.83GW, which continuously maintained a strong development trend. In June 2016, NEA also issued the “Notice on Issuing the 2016 Plan for the Construction and Implementation of Photovoltaic Power”（《關於下達 2016 年光伏發電建設實施方案 的通知》）, pursuant to which, the construction capacity of new photovoltaic power station in Mainland China targets to 18.10GW in 2016. In light of the changes in national policy, the Directors are optimistic about the prospect of the wind power and solar power business in PRC.

According to the Company’s Interim Report 2016, the power plants controlled by the Group achieved net profit of HK$207,272,000 (2015 first half: HK$114,617,000) from power generation in the first half of 2016. The Group’s power plants, including those which were subsidiaries, associates and joint ventures of the Group, generated aggregate of electricity output of 1,990.07 million kWh (2015 first half: 1,590.53 million kWh) in the first half of 2016, of which wind power generation was 1,554.00 million kWh (1H2015: 1,334.18 million kWh), up by 16.48% as compared with the same period last year and solar power generation was 436.07 million kWh (1H2015: 256.36 million kWh), up by 70.10% as compared with the same period last year. The Directors are of the view that the wind power and solar power business will continue to be an important source of income to the Group and create value and benefit the Shareholders.

Therefore, the Company will continue its focus and effort to develop the Group’s wind power and solar power business and continue to explore potential investment and cooperation opportunities in the PRC.

— 11 —

GENERAL INFORMATION

APPENDIX II

1. 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 Company. 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.

2. DISCLOSURE OF INTERESTS

• (i) Directors’ and chief executives’ interests and/or short positions in the Shares, underlying Shares and debentures of the Company or any associated corporation

As at the Latest Practical Date, the following Directors and the chief executive of the Company had interests in the Shares, underlying Shares or debentures of the Company or its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (the “SFO”), which are required (a) to be notified to the Company and the Stock Exchange of Hong Kong Limited (the “Stock Exchange”) pursuant to Division 7 and 8 of Part XV of the SFO (including interests and short position which he/she was taken or deemed to have under such provisions of the SFO); (b) pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) in the Listing Rules to be notified to the Company and the Stock Exchange:

— 12 —

GENERAL INFORMATION

APPENDIX II

Long positions in the Shares:

Number of Shares held and nature of interest

					Approximate
					percentage
					of the total
					issued share
					capital
Name of the Director	Personal	Family	Corporate	Total	(%)
Liu Shunxing	9,000,000	—	2,426,479,387 1	2,435,479,387	27.89
Yang Zhifeng	7,500,000	—	—	7,500,000	0.09
Liu Jianhong	8,710,000	—	—	8,710,000	0.10
Yu Weizhou	25,130,000	—	—	25,130,000	0.29
Gui Kai	3,600,000	—	—	3,600,000	0.04
Yap Fat Suan, Henry	200,000	—	—	200,000	0.002

Notes:

1. 2,311,469,387 shares are held by China Wind Power Investment Limited, China Wind Power Investment Limited is wholly-owned by New Energy International Limited, which in turn is a wholly-owned subsidiary of Concord International Investment Limited (“Concord International”). Mr. Liu Shunxing held as to 47.78% of the issued shares of Concord International, and 115,010,000 shares are held by Guangfeng International Holdings Limited which is wholly owned by Beijing Guangfeng Energy Technology Limited. Mr. Liu Shunxing held as to 99% of the issued shares of Beijing Guangfeng Energy Technology Limited.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or the chief executive of the Company and/or any of their respective associates had or was deemed to have any interest or short position in the Shares, underlying Shares or debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which (i) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions

— 13 —

APPENDIX II

GENERAL INFORMATION

which they were taken or deemed to have such provisions of the SFO); or (ii) were required to be entered in the register maintained by the Company pursuant to section 352 of the SFO; or (iii) were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as contained in the Listing Rules.

(ii) Directors’ other interests

• (a) As of the Latest Practicable Date, none of the Directors had any interest, direct or indirect, in any asset which have been since 31 December 2015, the date to which the latest published audited financial statements of the Company were made up, acquired or disposed of by or leased to any member of the Group or are proposed to be acquired or disposed of by or leased to any member of the Group.

• (b) As of the Latest Practicable Date, save as disclosed in this circular, none of the Directors was materially interested in any contract or arrangement entered into by any member of the Group which was subsisting at the date of this circular, and which was significant in relation to the business of the Group.

• (c) As of the Latest Practicable Date, none of the Directors and their respective close associates was interested in any business apart from the business of the Group, which competed or was likely to compete, either directly or indirectly, with that of the Group.

• (d) Save for Liu Shunxing, as of the Latest Practicable Date, none of the Directors was a director or employee of a company which had an interest or short interest in the Shares and underlying Shares of the Company which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Division 2 and 3 of Part XV of the SFO.

— 14 —

GENERAL INFORMATION

APPENDIX II

(iii) Substantial Shareholders

As of the Latest Practicable Date, so far as is known to the Directors or the chief executives of the Company, the following persons (other than a Director or chief executive of the Company) had an interest or short position in the Shares or underlying Shares which fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or recorded in the register kept by the Company pursuant to Section 336 of the SFO, or who were, directly or indirectly interested in 5% or more of the issued voting shares of any other member of the Group:

• (a) Long positions in the Shares:

			Approximate
			percentage of
			the total
			issued share
		Number of	capital
Name of	shareholder	Shares held	(%)
China Wind Power Investment		2,311,469,387	26.47
Limited	1
Huadian Fuxin		880,000,000	10.08
Note:

1. The shares are held by China Wind Power Investment Limited, China Wind Power Investment Limited is wholly owned by New Energy International Limited, which in turn is a wholly-owned subsidiary of Concord International. Mr. Liu Shunxing held as to 47.78% of the issued shares of Concord International.

2. (b) Saved as disclosed above, as of the Latest Practicable Date, there were no other persons who had an interest or short position in the shares or underlying shares of the Company which would fall to be disclosed to the Company under Section 336 of the SFO, or which were recorded in the register to be kept by the Company under Section 336 of the SFO.

— 15 —

GENERAL INFORMATION

APPENDIX II

3. MATERIAL CONTRACTS

The following contracts, including contracts not in the ordinary course of business, were entered into by the Group within the two years preceding the date of this circular and are or may be material:

• (a) On 3 December 2014, Yinhua Century Concord New Energy Investment Limited （銀華協合新能源投資有限公司） (“ YHCC ”) and Century Concord Wind Power Investment Co., Ltd. （協合風電投資有限公司）(“ Century Concord ”), both wholly owned subsidiaries of the Company, and Suzhou GCL New Energy Investment Company Limited （蘇州協鑫新能源投資有限 公司） (“ Suzhou GCL ”) entered in to disposal agreement, pursuant to which YHCC agreed to sell and Suzhou GCL agreed to acquire 100% equity interest in Delingha Century Concord Photovoltaic Power Co., Ltd. （德令哈協合光 伏發電有限公司）(“ DLHCC ”) at a consideration of RMB229.38 million and Suzhou GCL agreed to advance, on behalf of the DLHCC, RMB48.62 million to YHCC for the purpose of having YHCC settle the account payable of DLHCC.

• (b) On 17 December 2014, Tianjin Century Concord New Energy Development Limited （天津協合新能源發展有限公司）(“ TJCC ”), a wholly-owned subsidiary of the Company, and Century Concord entered into the promoters agreement with the 15 other promoters pursuant to which TJCC and other promoters have agreed to establish Kincheng Bank of Tianjin Co., Ltd. （天津 金城銀行股份有限公司）(“ KCBT ”). The Bank would be principally engaged in the provision of banking and related financial services in the PRC, with an ordinary share capital of RMB5,000 million, divided into 5,000,000,000 ordinary shares of RMB1 each, among which RMB300 million would be contributed by TJCC, divided into 300,000,000 ordinary shares of RMB1 each, representing 6% equity interest in KCBT.

Pursuant to the article of KCBT dated 11 February 2015, the proposed ordinary share capital of the Bank has been reduced from RMB5,000 million to RMB3,000 million divided into 3,000,000,000 ordinary shares of RMB1 each. Accordingly, the amount of capital contributed by TJCC was reduced from RMB300 million divided into 300,000,000 ordinary shares of RMB1 each to RMB180 million divided into 180,000,000 ordinary shares of RMB1 each.

— 16 —

GENERAL INFORMATION

APPENDIX II

• (c) The Purchase Contract 1, regarding the purchase of wind power electricity generation equipment from the Supplier at a total consideration of RMB213.6 million for the Group’s wind farm project in Hunan Province（湖南省）, the PRC.

• (d) On 7 August 2015, TCCH and Shangluo BYD Industry Company Limited （商 洛比亞迪實業有限公司）(“ SLBYD* ”) entered into purchase contract regarding the purchase of solar power electricity generation equipment from SLBYD at a total consideration of RMB215,005,800 for the Group’s solar power project in Shaanxi Province （陝西省）, the PRC.

• (e) On 6 November 2015, HNEE and XEMC Windpower Co., Ltd（湘電風能有 限公司）(“ XENC ”) entered into 2 purchase contracts, at a total consideration of RMB204 million each, regarding the purchase of wind power electricity generation equipment from XENC for the Group’s two wind farm projects located at Chaodong（朝東）and Shijia*（石家）in Guangxi（廣西省）, the PRC.

• (f) On 1 December 2015, TCCH and Gamesa Wind Power (Tianjian) Co., Ltd. （歌美颯風電（天津）有限公司）(“ GWP* ”) entered into purchase contract regarding the purchase of wind power electricity generation equipment from GWP, at a total consideration of RMB206,160,000, for the Group’s wind farm project in Yunnan Province （雲南省）, the PRC.

• (g) The Purchase Contract 2, regarding the purchase of wind power electricity generation equipment from the Supplier at a total consideration of RMB213.6 million for the Group’s wind farm project in Hunan Province（湖南省）, the PRC.

• (h) On 2 February 2016, Jilin Tianhe Wind Power Equipment Manufacturing Operation and Maintenance Ltd. （吉林省天合風電裝備制造運行維護有限 公司） (“ JLTH ”), a wholly owned subsidiary of the Company, entered into purchase contract with Shaanxi Tuori New Energy Technology Ltd （陝 西拓日新能源科技有限公司）(“ SXTR ”), regarding the purchase of solar power electricity generation equipment from SXTR at a total consideration of RMB215,255,040 for the Group’s solar power project located in Shaanxi Province （陝西省）, the PRC.

— 17 —

GENERAL INFORMATION

APPENDIX II

• (i) On 14 March 2016, TCCH and GWP entered into purchase contract regarding the purchase of wind power electricity generation equipment from GWP at a total consideration of RMB137,782,002 for the Group’s wind farm project in Yunnan Province （雲南省）, the PRC.

• (j) On 5 April 2016, the Company and Huadian Fuxin Energy Corporation Limited （華電福新能源股份有限公司）(“ HDFE ”) entered into agreement, pursuant to which the Company agreed to sell and HDFE agreed to acquire 51% of the entire equity interests in the Hubei Jinquan Wind Power Electricity Co., Ltd.*

• （湖北金泉風力發電有限公司）(“ HBJQ ”), at a consideration of RMB44.13 million. The agreement was supplemental to the equity transfer agreement entered into between the Company and HDFE on 22 December 2014 in relation to the transfer of 49% of the equity interests in HBJQ.

• (k) The Purchase Contract 3, regarding the purchase of wind power electricity generation equipment from the Supplier at a total consideration of RMB205,440,000 for the Group’s wind farm project in Anhui Province（“ 安徽 省 ”）, the PRC.

• (l) On 19 May 2016, the Company and HDFE entered into agreement, pursuant to which the Company agreed to sell and HDFE agreed to acquire 49% of the entire equity interests in the Yiyang Century Concord Wind Power Co., Ltd. （宜陽協合風力發電有限公司）(“ YYXH* ”), at a consideration of RMB37,298,485. The agreement was supplemental to the equity transfer agreement entered into between the Company and HDFE on 22 April 2014 in relation to the transfer of 51% of the equity interests in YYXH.

• (m) On 26 July 2016, HNEE and Guodian United Power Technology Company Ltd.（國電聯合動力技術有限公司）(“ GDUP* ”) entered into purchase contract regarding the purchase of wind power electricity generation equipment at a total consideration of RMB194,752,784 for the Group’s wind farm project in Henan Province （河南省）, the PRC.

• (n) The Purchase Contract 4, regarding the purchase of wind power electricity generation equipment from the Supplier at a total consideration of RMB205,440,000 for the Group’s wind farm project in Anhui Province（“ 安徽 省 ”）, the PRC.

— 18 —

GENERAL INFORMATION

APPENDIX II

• (o) On 23 August 2016, the HNEE and Envision Energy (Jiangsu) Co., Ltd.（遠 景能源（江蘇）有限公司）(“ EEJS* ”) entered into purchase contract regarding the purchase of wind power electricity generation equipment from the EEJS at a total consideration of RMB201,344,000 for the Group’s wind farm project in Hebei Province （河北省）, the PRC;

• (p) The Purchase Contract 5; and

• (q) On 30 September 2016, JLTH and CSIC (Chongqing) Haizhuang Windpower Equipment Co., Ltd.* （中船重工（重慶）海裝風電設備有限公司） entered into purchase contract regarding the purchase of wind power electricity generation equipment at a total consideration of RMB199,680,000 for the Group’s wind farm project in Guangxi Province （廣西省）, the PRC.

4. LITIGATION

As at the Latest Practicable Date, neither the Company nor any member of the Group was engaged in any litigation or arbitration of material importance and no litigation or claim of material importance had known to the Directors to be pending or threatened by or against any member of the Group.

5. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with the Company or any member of the Group (excluding contracts expiring or determinable by the Group within one year without payment compensation (other than statutory compensation)).

6. SECRETARY OF THE COMPANY

The secretary of the Company is Mr. Chan Kam Kwan, Jason. Mr. Chan graduated from the University of British Columbia with a Bachelor of Commerce degree. Mr. Chan holds a certificate of Certified Public Accountant issued by Washington State Board of Accountancy in the United States, and has extensive experience acting as company secretary for listed companies.

— 19 —

GENERAL INFORMATION

APPENDIX II

7. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours at the Company’s principal place of business in Hong Kong from the date of this circular up to and including the date of the SGM:

• (a) this circular;

• (b) the material contracts referred to in the section headed “3. Material Contracts” to in this appendix;

• (c) the memorandum and articles of association or equivalent documents of the issuer; and

• (d) the annual reports of the Company for each of the years ended 31 December 2014 and 2015 and the interim report of the Company for the six months ended 30 June 2016.

8. MISCELLANEOUS

• The correspondence address of the Directors is at Unit 3901, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong ;

• The principal place of business in Hong Kong and correspondence address of the Company is at Unit 3901, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong ;

• The registered office of the Company is at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda;

• The Hong Kong branch share registrar and transfer office of the Company is Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong; and

• The English texts of this circular and the accompanying form of proxy shall prevail over the Chinese texts.

— 20 —

NOTICE OF SGM

Concord New Energy Group Limited 協合新能源集團有限公司 *

(Incorporated in the Bermuda with limited liability)

(Stock code: 182)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Special General Meeting of Concord New Energy Group Limited (the “Company”) will be held at Unit 3901, 39/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong at 10:00 a.m. on 31 October 2016, Monday to consider and, if thought fit, pass with or without modifications, the following resolution of the Company:

Unless otherwise defined, capitalised terms used herein shall have the same meaning as acribed to them in the circular of the Company dated 14 October 2016.

ORDINARY RESOLUTION

• (1) “ That :

• (i) Purchase Contract 5 (a copy of which is signed by the chairman of the SGM for the identification purpose and has been tabled at the SGM) entered into between (i) HNEE, as the buyer, and (ii) Xinjiang Goldwind Science & Technology Co., Ltd.* ( 新疆金風科技股份有限公司 ) as the supplier in relation to the purchase of wind power electricity generation equipment, and the transaction contemplated thereunder be and are hereby approved, confirmed and ratified.

• (ii) any one director of the Company be and is hereby generally and unconditionally authorized to do all such acts and things, to sign and execute all such further documents for and on behalf of the Company by hand, or in case of execution of documents under seal, to do so jointly with any of

— 21 —

NOTICE OF SGM

a second director, a duly authorized representative of the director or the secretary of the Company and to take such steps as he may in his absolute discretion consider necessary, appropriate, desirable or expedient to give effect to or in connection with the transactions under the Purchase Contract 5.”

By Order of the Board Concord New Energy Group Limited Chan Kam Kwan, Jason Company Secretary

Hong Kong, 14 October 2016

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, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed must be deposited at the branch share registrars of the Company, 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 the meeting.

3. As at the date hereof, the board of directors of the Company comprises Mr. Liu Shunxing (Chairman), Mr. Yang Zhifeng and Ms. Liu Jianhong (who are Co-Vice Chairpersons), Mr. Yu Weizhou (Chief Executive Officer), Mr. Gui Kai (all of above are also executive Directors), Mr. Gao Fuchun (who is non-executive Director) and Dr. Wong Yau Kar, David, BBS,JP, Mr.Yap Fat Suan, Dr. Shang Li and Ms. Huang Jian (who are independent non-executive Directors).

— 22 —