Bloks Group Limited — Proxy Solicitation & Information Statement 2019

Dec 5, 2019

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 Bermuda with limited liability)

(Stock Code: 182)

MAJOR TRANSACTION CONTRACTS REGARDING PURCHASE OF WIND POWER ELECTRICITY GENERATION EQUIPMENT AND NOTICE OF SPECIAL GENERAL MEETING

SGM of the Company will be held at 10:00 a.m. on Saturday, 21 December 2019 at Suite 3901, 39th Floor, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong.

A notice convening the SGM and a form of proxy for use by the Shareholders at the SGM are enclosed. Whether or not you intend to attend and vote at the SGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Rood 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 purpose only

5 December 2019

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I — Financial Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II — General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
Notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

— i —

DEFINITIONS

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

• “Board”

the board of Directors

• “Company”

Concord New Energy Group Limited（協合新能源集團有 限公司 *）(Stock code: 182), a company incorporated in Bermuda with limited liability, the ordinary 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

• “Hong Kong”

the Hong Kong Special Administrative Region of the PRC

• “Latest Practicable Date”

• 3 December 2019, the latest practicable date before the printing of this circular for ascertaining certain information contained herein

• “Listing Rules”

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

• “PRC”

The People’s Republic of China

• “Previous Purchases”

• the purchases of wind power electricity generation equipment by the Group from the Supplier pursuant to two purchase contracts both dated 23 May 2019 and the purchase of wind power electricity generation equipment by the Group from the Supplier pursuant to another purchase contract dated 16 July 2019, the details of which were disclosed in the announcements of the Company dated 23 May 2019 and 16 July 2019

• “Purchaser”

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

• “Purchase Contracts”

collectively, the Purchase Contract I (as supplemented and amended by the Supplemental Agreement), the Purchase Contract II and the Purchase Contract III

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DEFINITIONS

• “Purchase Contract I”

• the purchase contract dated 14 August 2019 (as supplemented and amended by the Supplemental Agreement) entered into between the Purchaser and the Supplier in relation to the purchase of machinery and equipment for the wind farm project I

• “Purchase Contract II” the purchase contract dated 13 November 2019 entered into between the Purchaser and the Supplier in relation to the purchase of machinery and equipment for the wind farm project I

• “Purchase Contract III” the purchase contract dated 13 November 2019 entered into between the Purchaser and the Supplier in relation to the purchase of machinery and equipment for the wind farm project II

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

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

• “Shareholder(s)” holder(s) of the Shares

• “SGM”

• the special general meeting of the Company to be held at 10:00 a.m. on Saturday, 21 December 2019 at Suite 3901, 39th Floor, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong for the Shareholders to consider and approve, if thought fit, among other things, the Purchase Contracts and the transactions contemplated thereunder or any adjournment thereof (as the case may be)

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

• “Supplemental Agreement”

• the supplemental agreement dated 13 November 2019 entered into between the Purchaser and the Supplier to supplement the Purchase Contract I

• “Supplier”

Zhejiang Windey Co., Ltd.*（浙江運達風電股份有限公司） a limited liability company established in the PRC

• For identification purposes only

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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: Suite 3901, 39th Floor Far East Finance Centre 16 Harcourt Road Admiralty Hong Kong

5 December 2019

To the Shareholders:

Dear Sir or Madam,

MAJOR TRANSACTION CONTRACTS REGARDING PURCHASE OF WIND POWER ELECTRICITY GENERATION EQUIPMENT

INTRODUCTION

Reference is made to the announcement of the Company dated 13 November 2019 in relation to the Purchase Contracts.

• For identification purpose only

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with information regarding, among other things, details of the Purchase Contracts and the transactions contemplated thereunder.

BACKGROUND

On 14 August 2019, the Purchaser and the Supplier entered into the Purchase Contract I regarding the purchase of 3 sets of wind power electricity generation equipment at a total consideration of RMB26,220,000, by the Purchaser from the Supplier for the wind farm project I of the Group in Heilongjiang Province, the PRC. The Board is pleased to announce that since additional sets of wind power electricity generation equipment are required for the wind farm project I, on 13 November 2019, the Purchaser and the Supplier entered into the Supplemental Agreement to the Purchase Contract I to purchase 17 sets of wind power electricity generation equipment at a consideration of RMB155,380,000 and thus increase the total consideration payable by the Purchaser to RMB181,600,000.

The Board is also pleased to announce that on 13 November 2019, the Purchaser and the Supplier entered into (i) the Purchase Contract II regarding the purchase of 60 sets of wind power electricity generation equipment at a total consideration of RMB569,400,000, by the Purchaser from the Supplier for the wind farm project I of the Group in Heilongjiang Province, the PRC; and (ii) the Purchase Contract III regarding the purchase of 20 sets of wind power electricity generation equipment at a total consideration of RMB189,800,000, by the Purchaser from the Supplier for the wind farm project II of the Group in Heilongjiang Province, the PRC.

PURCHASE CONTRACT I

The principal terms of the Purchase Contract I are summarised as follows:

Date : 14 August 2019 Parties : Purchaser: Tianjin Century Concord Huaxing Wind Power Equipment Co., Ltd.（天津協合華興風電裝備有限公 司）; and Supplier: Zhejiang Windey Co., Ltd.（浙江運達風電股份有限公 司）

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LETTER FROM THE BOARD

Subject : The Purchaser agreed to buy from the Supplier 3 sets of wind power electricity generation equipment for the wind farm project I of the Group in Heilongjiang Province, the PRC, including turbines, electricity generation systems, control systems hardware and software, and ancillary equipment etc. Consideration : RMB26,220,000. The amount of consideration also includes fees in relation to, inter alia, technical support services to be provided by the Supplier, tax payment, delivery and insurance costs.

On 13 November 2019, the Purchaser and the Supplier entered into the Supplemental Agreement to the Purchase Contract I to purchase additional 17 sets of wind power electricity generation equipment at a consideration of RMB155,380,000 and thus increase the total consideration payable by the Purchaser to RMB181,600,000.

The following table sets out the details of the wind power electricity generation equipment supplied under the Purchase Contract I:

Model	Height	Quantity	Unit price
	(meter)	(set)	(RMB/KW)
WD140-2500	100	3	3,496
WD140-2500	100	17	3,656

The amount of the total consideration payable by the Purchaser is on normal commercial terms and is agreed after arm’s length negotiation 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 the Purchase Contract I (as supplemented and amended by the Supplemental Agreement). The Purchase Contract I dated 14 August 2019 was entered into after arm’s length negotiations between the Supplier and the Purchaser with reference to the planned progress of the wind farm project I of the Group in Heilongjiang Province, the PRC. The Supplemental Agreement was entered into after the Group’s tender process and among the quotations obtained therein, the Supplier proposed the lowest quotation price. In determining the market unit price, the Group considered the unit price charged by various suppliers in the PRC during the tender process. Upon comprehensively considering the unit price and the model of each machinery, equipment or forming part of the wind power electricity generation equipment to be supplied, the Board is of the view that the selection of the Supplier and the total consideration payable by the Purchaser under the Purchase Contract I is fair and reasonable. The payment of consideration to be made by the Purchaser by instalment will be based on the stages of completion of the Purchase Contract I. The consideration will be payable by wire transfer or bank acceptance bills, which will be financed by internal resources of the Group and/or borrowings.

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LETTER FROM THE BOARD

According to the Purchase Contract I (as supplemented and amended by the Supplemental Agreement), within 15 days from the effective date of the Purchase Contract I, the Supplier shall pay to the Purchaser 10% of the total consideration as irrevocable performance guarantee for any breach of its obligations under the Purchase Contract I, which shall be refunded to the Supplier within 30 days upon entering into the warranty period of all wind power electricity generation equipment.

The Supplier will provide a warranty period of 2 years in respect of the wind power electricity generation equipment supplied. Given that the Supplier proposed the lowest quotation price during the aforesaid tender process and upon comprehensively considering and comparing the overall costs of the equipment purchase and the quality of each machinery, equipment or forming part of the wind power electricity generation equipment to be supplied, the Board is of the view that the overall proposal of the Supplier is the most cost-effective one, the warranty period proposed by the Supplier is subsequently agreed by the Group.

PURCHASE CONTRACT II

The principal terms of the Purchase Contract II are summarised as follows:

Date : 13 November 2019 Parties : Purchaser: Tianjin Century Concord Huaxing Wind Power Equipment Co., Ltd.（天津協合華興風電裝備有限公 司）; and Supplier: Zhejiang Windey Co., Ltd.（浙江運達風電股份有限公 司） Subject : The Purchaser agreed to buy from the Supplier 60 sets of wind power electricity generation equipment for the wind farm project I of the Group in Heilongjiang Province, the PRC, including turbines, electricity generation systems, control systems hardware and software, and ancillary equipment etc.

Consideration : RMB569,400,000. The amount of consideration also includes fees in relation to, inter alia, technical support services to be provided by the Supplier, tax payment, delivery and insurance costs.

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LETTER FROM THE BOARD

The following table sets out the details of the wind power electricity generation equipment supplied under the Purchase Contract II:

Model	Height	Quantity	Unit price
	(meter)	(set)	(RMB/KW)
WD140-2500	100	45	3,796
WD147-2500	100	15	3,796

The amount of the total consideration payable by the Purchaser is on normal commercial terms and is agreed after arm’s length negotiation 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 the Purchase Contract II. The Purchase Contract II was entered into after the Group’s tender process and among the quotations obtained therein, the Supplier proposed the lowest quotation price. In determining the market unit price, the Group considered the unit price charged by various suppliers in the PRC during the tender process. Upon comprehensively considering the unit price and the model of each machinery, equipment or forming part of the wind power electricity generation equipment to be supplied, the Board is of the view that the selection of the Supplier and the total consideration payable by the Purchaser under the Purchase Contract II is fair and reasonable. The payment of consideration to be made by the Purchaser by instalment will be based on the stages of completion of the Purchase Contract II. The consideration will be payable by wire transfer or bank acceptance bills, which will be financed by internal resources of the Group and/or borrowings.

According to the Purchase Contract II, within 15 days from the effective date of the Purchase Contract II, the Supplier shall pay to the Purchaser 10% of the total consideration as irrevocable performance guarantee for any breach of its obligations under the Purchase Contract II, which shall be refunded to the Supplier within 30 days upon entering into the warranty period of all wind power electricity generation equipment.

The Supplier will provide a maximum warranty period of 5 years in respect of the wind power electricity generation equipment supplied. Given that the Supplier proposed the lowest quotation price during the aforesaid tender process and upon comprehensively considering and comparing the overall costs of the equipment purchase and the quality of each machinery, equipment or forming part of the wind power electricity generation equipment to be supplied, the Board is of the view that the overall proposal of the Supplier is the most cost-effective one, the warranty period proposed by the Supplier is subsequently agreed by the Group.

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LETTER FROM THE BOARD

PURCHASE CONTRACT III

The principal terms of the Purchase Contract III are summarised as follows:

Date : 13 November 2019 Parties : Purchaser: Tianjin Century Concord Huaxing Wind Power Equipment Co., Ltd.*（天津協合華興風電裝備有限公 司）; and

Supplier: Zhejiang Windey Co., Ltd.*（浙江運達風電股份有限公 司）

• Subject : The Purchaser agreed to buy from the Supplier 20 sets of wind power electricity generation equipment for the wind farm project II of the Group in Heilongjiang Province, the PRC, including turbines, electricity generation systems, control systems hardware and software, and ancillary equipment etc.

• Consideration : RMB189,800,000. The amount of consideration also includes fees in relation to, inter alia, technical support services to be provided by the Supplier, tax payment, delivery and insurance costs.

The following table sets out the details of the wind power electricity generation equipment supplied under the Purchase Contract III:

Model	Height	Quantity	Unit price
	(meter)	(set)	(RMB/KW)
WD140-2500	100	15	3,796
WD147-2500	100	5	3,796

The amount of the total consideration payable by the Purchaser is on normal commercial terms and is agreed after arm’s length negotiation 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 the Purchase Contract III. The Purchase Contract III was entered into after the Group’s tender process and among the quotations obtained therein, the Supplier proposed the lowest quotation price. In determining the market unit price, the Group considered the unit price charged by various suppliers in the PRC during the tender process. Upon comprehensively considering the unit price and

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LETTER FROM THE BOARD

the model of each machinery, equipment or forming part of the wind power electricity generation equipment to be supplied, the Board is of the view that the selection of the Supplier and the total consideration payable by the Purchaser under the Purchase Contract III is fair and reasonable. The payment of consideration to be made by the Purchaser by instalment will be based on the stages of completion of the Purchase Contract III. The consideration will be payable by wire transfer or bank acceptance bills, which will be financed by internal resources of the Group and/or borrowings.

According to the Purchase Contract III, within 15 days from the effective date of the Purchase Contract III, the Supplier shall pay to the Purchaser 10% of the total consideration as irrevocable performance guarantee for any breach of its obligations under the Purchase Contract III, which shall be refunded to the Supplier within 30 days upon entering into the warranty period of all wind power electricity generation equipment.

The Supplier will provide a warranty period of 5 years in respect of the wind power electricity generation equipment supplied. Given that the Supplier proposed the lowest quotation price during the aforesaid tender process and upon comprehensively considering and comparing the overall costs of the equipment purchase and the quality of each machinery, equipment or forming part of the wind power electricity generation equipment to be supplied, the Board is of the view that the overall proposal of the Supplier is the most cost-effective one, the warranty period proposed by the Supplier is subsequently agreed by the Group.

The unit price of each machinery, equipment or forming part of the wind power electricity generation equipment to be supplied under the Purchase Contract I (as supplemented and amended by the Supplemental Agreement), Purchase Contract II and Purchase Contract III is determined and proposed by the Supplier with reference to the costs of production, overall delivery schedule and its production capacity. Pursuant to the policy of “cancellation of subsidies” in the wind power generation industries issued by the National Development and Reform Bureau of the PRC in May 2019, certain wind power projects listed in the existing subsidy catalogue will not be entitled to any governmental subsidies the latest by the end of 2021 if the grid connections are not completed within specific deadline. In order to be entitled to the governmental subsidies before the cancellation, the construction progress of relevant wind farm projects in the PRC have been accelerated in order to complete the grid connection as soon as possible. As a result, the market demands for the wind power electricity generation equipment increases rapidly and the costs for purchasing the wind power electricity generation equipment are subject to an upward adjustment risk in a short period of time. The later the equipment is supplied as closer to the time specified for the subsidies cancellation, the more expensive it will cost due to the increasingly market demands for the wind power electricity generation equipment. The

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LETTER FROM THE BOARD

delivery schedule of the equipment under the Supplementary Agreement is later than that under the Purchase Contract I. The delivery schedule of the equipment under the Purchase Contract II and the Purchase Contract III is later than that under the Supplementary Agreement. Given that the Supplier proposed the lowest quotation price and the most costeffective package during the aforesaid tender process for the Supplemental Agreement, the Purchase Contract II and the Purchase Contract III, after comprehensively considering the supplying package and the projects progress of the Group as a whole, the Board is of the view that the unit prices proposed by the Supplier under the Purchase Contract I (as supplemented and amended by the Supplemental Agreement), the Purchase Contract II and the Purchase Contract III are fair and reasonable and are subsequently agreed by the Group.

INFORMATION OF THE PARTIES TO THE PURCHASE CONTRACTS

The Company and the Purchaser

The Company is a company incorporated in Bermuda with limited liability and its shares are listed on the Main Board of the Stock Exchange. The Group is principally engaged in (i) investing in wind and solar power projects; and (ii) offering professional technical services and integrated solutions to the wind and solar power generation projects.

The Purchaser is a wholly-owned subsidiary of the Company and is principally engaged in the trading of equipment for new energy.

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 after having made all reasonable enquiries, the Supplier and its ultimate beneficial owner, the People’s Government of Zhejiang Province, the PRC, are third parties independent to the Company and its connected persons (as defined under the Listing Rules).

REASONS FOR AND BENEFIT OF THE TRANSACTIONS

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 Heilongjiang Province, the PRC. The purchase of the machinery and equipment from the Supplier under the Purchase Contracts represent part of the Group’s ordinary investments in its wind power projects.

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LETTER FROM THE BOARD

The Group evaluated the terms of the respective contracts 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 Contracts are fair and reasonable and are in the interests of the Company and its Shareholders as a whole.

LISTING RULES IMPLICATIONS

At the time when the Purchase Contract I was entered into, as none of the applicable percentage ratios exceeded 5%, the transaction contemplated thereunder did not constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules. References are made to the announcements of the Company dated 23 May 2019 and 16 July 2019 in relation to the Previous Purchases. As the transactions contemplated under the Purchase Contract I and the Previous Purchases are conducted within a 12-month period, the transactions shall be aggregated under Chapter 14 of the Listing Rules. At the time when the Purchase Contract I was entered into, the transactions contemplated thereunder and the transactions contemplated under the Previous Purchases when aggregated did not result in a higher transaction classification and therefore is not subject to additional requirements under Chapter 14 of the Listing Rules. Pursuant to the Supplemental Agreement, as one or more of the applicable percentage ratio(s) (as defined under the Listing Rules) in respect of the transaction contemplated thereunder exceed(s) 5% but is/are less than 25%, the transaction contemplated under the Purchase Contract I has become a discloseable transaction of the Company and is thus subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

As one or more of the applicable percentage ratio(s) (as defined under the Listing Rules) in respect of the transaction contemplated under each of the Purchase Contract II and the Purchase Contract III exceed(s) 5% but is/are less than 25%, the transaction contemplated under each of the Purchase Contract II and the Purchase Contract III constitutes a discloseable transaction of the Company and is thus subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

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LETTER FROM THE BOARD

References are made to the announcements of the Company dated 23 May 2019 and 16 July 2019 in relation to the Previous Purchases. As the transactions contemplated under the Purchase Contracts and the Previous Purchases are conducted within a 12-month period, the transactions shall be aggregated under Chapter 14 of the Listing Rules. As one or more of the applicable percentage ratio(s) (as defined under the Listing Rules) in respect of the transactions contemplated under the Purchase Contracts and the Previous Purchases in aggregate exceed(s) 25% but is/are less than 100%, the transactions contemplated under the Purchase Contracts and the Previous Purchases in aggregate constitute a major transaction of the Company and are thus subject to the reporting, announcement, circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, no Shareholder has a material interest in the transactions contemplated under the Purchase Contracts and is required to abstain from voting on the relevant resolution(s) at the special general meeting of the Company.

SPECIAL GENERAL MEETING

The SGM shall be held at 10:00 a.m. on Saturday, 21 December 2019 at Suite 3901, 39th Floor, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong, for the purpose of considering and, if thought fit, approving, among other things, the Purchase Contracts and the transactions 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 54, 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 not preclude you from attending and voting at the SGM or any adjourned meeting should you so desire.

In compliance with the Listing Rules, all resolution(s) put to vote at the SGM will be decided by way of poll.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the terms of the Purchase Contracts and the transactions contemplated thereunder 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 resolution(s) 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

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FINANCIAL INFORMATION

APPENDIX I

1. CONSOLIDATED FINANCIAL INFORMATION OF THE GROUP FOR EACH OF THE THREE FINANCIAL YEARS ENDED 31 DECEMBER 2018 AND THE SIX MONTHS ENDED 30 JUNE 2019

Consolidated financial information of the Group for each of the three financial years ended 31 December 2016, 2017 and 2018 and the six months ended 30 June 2019 are disclosed in the following documents which have been published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.cnegroup.com) respectively:

• Interim Report 2019 (pages 61 to 106):

• https://www1.hkexnews.hk/listedco/listconews/sehk/2019/0822/ltn20190822519.pdf

• Annual Report 2018 (pages 175 to 399):

• https://www1.hkexnews.hk/listedco/listconews/sehk/2019/0325/ltn201903251186.pdf

• Annual Report 2017 (pages 131 to 315):

• http://www.hkexnews.hk/listedco/listconews/SEHK/2018/0424/LTN201804241175.pdf

• Annual Report 2016 (pages 104 to 311):

• http://www.hkexnews.hk/listedco/listconews/SEHK/2017/0427/LTN201704272051.pdf

2. STATEMENT OF INDEBTEDNESS

At the close of business on 31 October 2019, 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 RMB4,134,250,000. Among these bank borrowings, there was a bank loan of RMB1,893,240,000 that was guaranteed by subsidiaries and of RMB2,241,010,000 that was secured by fixed assets with net carrying value of approximately RMB909,402,000, account receivables with carrying value of approximately RMB660,585,000 and share capital with net carrying value of approximately RMB243,380,000.

Besides, the Group had outstanding finance lease from third parties of approximately RMB3,845,420,000, which was guaranteed by fixed assets with net carrying value of approximately RMB2,825,679,000, account receivables with carrying value of approximately RMB136,220,000 and share capital with net carrying value of approximately RMB1,207,926,000.

In addition, the Group had issued the bonds to third parties of approximately RMB1,932,680,000.

— I-1 —

FINANCIAL INFORMATION

APPENDIX I

Save as aforesaid and apart from intra-group liabilities, as at the close of business on 31 October 2019, the Group did not have any other outstanding mortgages, charges, debentures, loan capital, bank loans or overdrafts, debt securities or other similar indebtedness, finance leases or hire purchase commitments, liabilities under acceptances or acceptance creditors, guarantees, or other material contingent liabilities.

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. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors confirmed that they are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2018, being the date to which the latest published audited financial statements of the Group were made up.

5. F I N A N C I A L E F F E C T S O F E N T E R I N G I N T O T H E P U R C H A S E CONTRACTS ON THE GROUP

The purchases under the Purchase Contracts will be financed by internal resources of the Group and/or borrowings.

The total consideration under the Purchase Contract I, Purchase Contract II and the Purchase Contract III are RMB181,600,000, RMB569,400,000 and of RMB189,800,000, respectively.

The purchase under the Purchase Contracts 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).

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FINANCIAL INFORMATION

APPENDIX I

The equipment is necessary for the development of wind farm projects of the Group in Heilongjiang Province, the PRC, which is expected to enhance the earnings prospects of the Group.

6. FINANCIAL AND TRADING PROSPECT OF THE GROUP

In the first half of 2019, the Group’s principal power generation business robustly grew with high safety and efficiency, power generation output and profit were both higher than expected. All new businesses such as Energy IoT, intelligent operation & maintenance (“ O&M ”), energy storage and financing lease were speedily propelled as planned. Beneficial from accurate research and judgement for new energy policy, the Group gained well in respect of resources storage and project approval, which underlain the development this year and next.

According to the interim report for the six months ended 30 June 2019, the power generation output attributable to the Group was 2,403.0GWh (1H 2018: 1,862.3GWh), representing an increase of 29.0% over the same period last year, of which, wind power generation output was 2,139.0GWh (1H 2018: 1,635.0GWh), representing a growth of 30.8% over the same period last year, while solar power generation output was 264.2GWh (1H 2018: 227.32GWh), representing a growth of 16.2% over the same period last year. In the first half of 2019, the Group newly signed contracts for wind resources of 3,682MW and solar resources of 868MW in total, assuring construction and sustainability development of the Group’s subsequent projects. The Directors are of the view that the wind power business will continue to be an important source of income to the Group and create value and benefit for the Shareholders. Therefore, the Company will continue its focus and effort to develop the Group’s wind power business and continue to explore potential investment and cooperation opportunities in the PRC.

During the first half of 2019, the implementation of the primary ancillary policies related to renewable energy law of the PRC has been completed in main, which guiding the renewable energy industry to a bright prospect. Since the resources in the northern regions were abundant and power curtailment mitigated, the Group timely measured the northern wind and solar resources, and considered most of the northern regions are satisfied for the conditions of grid-parity. The Group put more efforts on projects development and speed up the construction progress in northern regions, and all the new construction projects are highly profitable. Afterwards, with wind turbines technology being advanced, solar power modules’ price dropping and transformational efficiency heightened as well as enhanced level of industrial scale, centralization and marketization, the era of grid parity of renewable energy has come in advance.

— I-3 —

FINANCIAL INFORMATION

APPENDIX I

In recent years, the Group has optimized its assets quality, transformed operating model and adjusted its investment strategies with accurate strategies for development and operation. With its largely increased capability, the Group has successfully addressed various changes in the external operating environment. In the second half of 2019, the Group will insist on sparing great efforts in the development of renewable energy’s industrial chain, as an investor as well as a service provider of renewable energy field. With focus on practical work and laborious efforts, the Group will continue to pursue the principle of healthy development, focusing on the strategies involving production safety, accelerating progress in project construction and operation, lowering LCOE, enhancing pre-development, expediting the construction of Energy IoT and intelligent O&M, optimizing asset structure and improving asset quality.

— I-4 —

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 Practicable Date, the following Directors 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 pursuant to Divisions 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 Companies (the “ Model Code ”) in the Listing Rules to be notified to the Company and the Stock Exchange:

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GENERAL INFORMATION

APPENDIX II

Long positions in the Shares:

Nature of interest

						Percentage
						of the total
						issued share
Name of the Director	Personal		Family	Corporate	Total	capital (%)
Liu Shunxing	27,000,000	(1)	—	1,845,484,242 (2)	1,872,484,242	22.02
Liu Jianhong	23,710,000	(3)	—	150,000,000 (4)	173,710,000	2.04
Yu Weizhou	35,130,000	(5)	—	—	35,130,000	0.41
Niu Wenhui	12,000,000	(5)	—	—	12,000,000	0.14
Gui Kai	11,600,000	(5)	—	—	11,600,000	0.14
Shang Li	8,000,000	(5)	—	—	8,000,000	0.09
Yap Fat Suan, Henry	2,000,000	(5)	—	—	2,000,000	0.02
Jesse Zhixi Fang	1,800,000	(5)	—	—	1,800,000	0.02
Huang Jian	1,800,000	(5)	—	—	1,800,000	0.02
Zhang Zhong	1,800,000	(5)	—	—	1,800,000	0.02

Notes:

1. Mr. Liu Shunxing beneficially holds 9,000,000 Shares. 18,000,000 Shares have been granted to Mr. Liu Shunxing under the share award scheme adopted by the Company on 15 June 2015 (as amended on 29 June 2017) (the “ Scheme ”), among which, 25% will be vested on 15 February 2020 (or in the event that 15 February 2020 is not a business day, the first business day thereafter), 25% will be vested on 15 February 2021 (or in the event that 15 February 2021 is not a business day, the first business day thereafter), 25% will be vested on 15 February 2022 (or in the event that 15 February 2022 is not a business day, the first business day thereafter) and the remaining 25% will be vested on 15 February 2023 (or in the event that 15 February 2023 is not a business day, the first business day thereafter).

2. 1,147,877,155 Shares are held by China Wind Power Investment Limited, which is wholly owned by Permanent Growth Limited. Mr. Liu Shunxing holds 46.77% of the issued share capital of Permanent Growth Limited. 697,607,087 Shares are held by Splendor Power Limited, of which Mr. Liu Shunxing holds 99% of the issued share capital.

3. Ms. Liu Jianhong beneficially holds 8,710,000 Shares. 15,000,000 Shares have been granted to Ms. Liu Jianhong under the Scheme, among which, 25% will be vested on 15 February 2020 (or in the event that 15 February 2020 is not a business day, the first business day thereafter), 25% will be vested on 15 February 2021 (or in the event that 15 February 2021 is not a business day, the first business day thereafter), 25% will be vested on 15 February 2022 (or in the event that 15 February 2022 is not a business day, the first business day thereafter) and the remaining 25% will be vested on 15 February 2023 (or in the event that 15 February 2023 is not a business day, the first business day thereafter).

4. 150,000,000 Shares are held by a discretionary trust for which Ms. Liu Jianhong is the founder and settlor and can influence how the trustee exercises its discretion.

— II-2 —

APPENDIX II

GENERAL INFORMATION

1. Among such Shares, 10,000,000 Shares of Mr. Yu Weizhou, 8,000,000 Shares of Mr. Niu Wenhui, 8,000,000 Shares of Mr. Gui Kai, 8,000,000 Shares of Dr. Shang Li, 1,800,000 Shares of Mr. Yap Fat Suan, Henry, 1,800,000 Shares of Dr. Jesse Zhixi Fang, 1,800,000 Shares of Ms. Huang Jian and 1,800,000 Shares of Mr. Zhang Zhong, have been granted under the Scheme, among which, 25% will be vested on 15 February 2020 (or in the event that 15 February 2020 is not a business day, the first business day thereafter), 25% will be vested on 15 February 2021 (or in the event that 15 February 2021 is not a business day, the first business day thereafter), 25% will be vested on 15 February 2022 (or in the event that 15 February 2022 is not a business day, the first business day thereafter) and the remaining 25% will be vested on 15 February 2023 (or in the event that 15 February 2023 is not a business day, the first business day thereafter).

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or the chief executive of the Company 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 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.

(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 2018, 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, 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 Latest Practicable Date, 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.

— II-3 —

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
		Number of	share capital
Name of	Shareholder	Shares held	(%)
China Wind Power Investment		1,147,877,155	13.50
Limited	(1)
Huadian Fuxin International		880,000,000	10.35
Investment Company Limited
Splendor	Power Limited (2)	697,607,087	8.20
Goldman	Sachs Asia Strategic Pte.	58,562,998	0.69
Ltd. (“Goldman Sachs”)

(b) Long positions in the underlying Shares

			Approximate
			percentage of
		Number of the	the total issued
		underlying	share capital
Name of shareholder		Shares held	(%)
Goldman Sachs	(3)	432,390,000	5.08

— II-4 —

GENERAL INFORMATION

APPENDIX II

Notes:

1. The Shares are held by China Wind Power Investment Limited, which is wholly owned by Permanent Growth Limited. Mr. Liu Shunxing holds 46.77% of the issued shares of Permanent Growth Limited.

2. The Shares are held by Splendor Power Limited. Mr. Liu Shunxing holds 99% of the issued share capital of Splendor Power Limited.

3. On 13 December 2018, the Company entered into the convertible loan agreement (the “ Convertible Loan Agreement ”) with Goldman Sachs, pursuant to which Goldman Sachs agreed to lend and the Company agreed to borrow the convertible loan (the “ Convertible Loan ”) in a principal amount of US$30,000,000. Goldman Sachs has the right to convert all or any part of the outstanding principal amount of their respective participation in the Convertible Loan into Shares (the “ Conversion Shares ”). Assuming a conversion price (the “ Conversion Price ”) of (i) HK$0.5 per Share (for tranche I); (ii) HK$0.55 per Share (for tranche II); and (iii) HK$0.6 per Share (for tranche III) and there is no adjustment to the Conversion Price pursuant to the terms of the Convertible Loan Agreement, the aggregate principal amount of the Convertible Loan of US$30,000,000 is convertible into approximately 432,390,000 Conversion Shares. Details can be referred to the announcements dated 13 December 2018 and 16 January 2019 and the circular dated 25 February 2019.

Save 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.

3. MATERIAL CONTRACTS

The following contracts, including contracts not entered into 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 11 December 2017, the Group and XEMC Wind Power Co., Ltd.（湘 電風能有限公司）(“ XEMC* ”) entered into a purchase contract regarding the purchase of wind power electricity generation equipment from XEMC amounting to a total consideration of RMB183,920,000 for the Group’s wind farm project in Hunan Province, the PRC.

• (b) On 9 April 2018, the Group and Ming Yang Smart Energy Group., Ltd.（明 陽智慧能源集團股份公司）(“ Ming Yang* ”) entered into purchase contracts regarding the purchase of wind power electricity generation equipment from Ming Yang amounting to a total consideration of RMB303,400,000 for the Group’s wind farm projects in Hunan Province and Anhui Province, the PRC.

— II-5 —

GENERAL INFORMATION

APPENDIX II

• (c) On 23 May 2018, the Group and Xinjiang Goldwind Science & Technology Co., Ltd.（新疆金風科技股份有限公司）(“ XGST* ”) entered into a purchase contract regarding the purchase of wind power electricity generation equipment from XGST amounting to a total consideration of RMB192,280,000 for the Group’s wind farm project in Anhui Province, the PRC.

• (d) On 23 August 2018, Daoxian Century Concord Wind Power Co., Ltd. （道縣協合風力發電有限公司 )(“ Daoxian Century Concord ”) (as lessee), Huaneng Tiancheng Financial Leasing Co., Ltd.（華能天成融資租賃有限公 司）(“ Huaneng Tiancheng ”) (as purchaser and lessor) and Jiangsu Zhongdao Electric Power Co., Ltd.（江蘇中導電力有限公司）(“ Jiangsu Zhongdao* ”) (as supplier) entered into a finance lease arrangement, pursuant to which Huaneng Tiancheng agreed to purchase equipment from Jiangsu Zhongdao and lease the equipment to Daoxian Century Concord at a total consideration of RMB336,340,718.43 for the Group’s wind farm project in Hunan Province, the PRC.

• (e) On 30 October 2018, Nanzhao Juhe Wind Power Co., Ltd.（南召聚合風力發 電有限公司）(“ Nanzhao Juhe ”) (as lessee), Haotai New Energy Equipment Co., Ltd.（浩泰新能源裝備有限公司）(“ Haotai New Energy ”) (as supplier) and Huaneng Tiancheng (as purchaser and lessor) entered into a finance lease arrangement, pursuant to which (i) Huaneng Tiancheng has agreed to purchase certain equipment from Haotai New Energy, at the consideration in the amount of not more than RMB460,000,000; and (ii) Huaneng Tiancheng has agreed to lease the said equipment to Nanzhao Juhe for a term of 12 years, to be payable in 48 quarterly installments, at an estimated total lease payments in the amount of approximately RMB660,837,897.11.

• (f) On 5 December 2018, Kangbao Concord Xuwulin Wind Power Co., Ltd.（康 保協合徐五林風力發電有限公司）(“ Kangbao Concord ”) (as lessee), Haotai New Energy (as supplier) and China Resources Leasing Co. Ltd.（華潤租賃有 限公司）(“ China Resources ”)(as purchaser and lessor) entered into a finance lease arrangement, pursuant to which (i) China Resources has agreed to purchase certain equipment from Haotai New Energy, at the consideration in the amount of RMB254,230,000; and (ii) China Resources has agreed to lease the equipment to Kangbao Concord for a term of 10 years, to be payable in 40 quarterly installments, at an estimated total lease payments in the amount of approximately RMB352,667,856.

— II-6 —

GENERAL INFORMATION

APPENDIX II

• (g) On 13 December 2018, the Company entered into a convertible loan agreement (which has been amended and restated on 16 January 2019) with Goldman Sachs, pursuant to which Goldman Sachs agreed to lend and the Company agreed to borrow the convertible loan in a principal amount of US$30,000,000 (drawable in one disbursement). The Convertible Loan will consist of three tranches as follows: (i) Tranche I being US$12,000,000; and (ii) Tranche II being US$9,000,000; and (iii) Tranche III being US$9,000,000.

• (h) On 21 December 2018, Zaoyang Century Concord Wind Power Co., Ltd.（棗 陽協合風力發電有限公司）(“ Zaoyang Century Concord* ”) (as lessee), Haotai New Energy (as supplier) and Huaneng Tiancheng (as purchaser and lessor) entered into a finance lease arrangement, pursuant to which (i) Huaneng Tiancheng has agreed to purchase the equipment from Haotai New Energy, at the consideration in the amount of RMB230,000,000; and (ii) Huaneng Tiancheng has agreed to lease the equipment to Zaoyang Century Concord for a term of 12 years, to be payable in 48 quarterly installments, at an estimated total lease payments in the amount of approximately RMB358,043,186.03.

• (i) On 22 April 2019, (i) Yongzhou Jiepai entered into a sale and purchase agreement with Suzhou RECO New Energy Equity Investment Co., Ltd.（蘇州 瑞科新能股權投資有限公司）(“ Suzhou RECO ”), pursuant to which Yongzhou Jiepai, as the vendor, agreed to sell and Suzhou RECO, as the purchaser, agreed to acquire 75% equity interest in Daoxian Century Concord, at the consideration of RMB117,643,000, payable by Suzhou RECO in accordance with the terms and conditions of the said sale and purchase agreement; (ii) Yongzhou Jiepai entered into another sale and purchase agreement with Suzhou RECO, pursuant to which Yongzhou Jiepai, as the vendor, agreed to sell and Suzhou RECO, as the purchaser, agreed to acquire 75% equity interest in Daoxian Jingtang Century Concord Wind Power Co., Ltd.（道縣井塘協 合風力發電有限公司）, at the consideration of RMB108,665,000, payable by Suzhou RECO in accordance with the terms and conditions of the said sale and purchase agreement; and (iii) Yongzhou Jiepai entered into the equity transfer agreement with RECO (Concord) HK Limited (“ RECO (Concord) ”), pursuant to which Yongzhou Jiepai, as the vendor, agreed to sell and RECO (Concord), as the purchaser, agreed to acquire the entire equity interest in Suzhou RECO and certain debts at the aggregate consideration of RMB226,308,000, payable by RECO (Concord) in accordance with the terms and conditions of the said equity transfer agreement.

— II-7 —

APPENDIX II

GENERAL INFORMATION

• (j) On 24 April 2019, Wuhe Juhe Wind Power Co., Ltd.（五河聚合風力發電有限 公司）(“ Wuhe Juhe ”) (as lessee), Haotai New Energy (as supplier) and China General Nuclear International Financial Leasing Co. Ltd.（中廣核國際融資 租賃有限公司）(“ China General Nuclear ”) (as purchaser and lessor) entered into the finance lease arrangement, pursuant to which (i) China General Nuclear has agreed to purchase the equipment from Haotai New Energy, at the consideration of approximately RMB271,645,330; and (ii) China General Nuclear has agreed to lease the equipment to Wuhe Juhe for a term of 10 years, to be payable in 40 quarterly installments, at an estimated total lease payments in the amount of approximately RMB378,009,564.

• (k) On 30 April 2019, Haotai New Energy and Shanghai Electric Wind Power Electricity Group Co., Ltd.（上海電氣風電集團有限公司）(“ Shanghai Electric* ”) entered into a purchase contract regarding the purchase of a set of wind power electricity generation equipment at a total consideration of RMB322,590,646.56, by Haotai New Energy from Shanghai Electric for the wind farm project of the Group in Shanxi Province, the PRC.

• (l) On 23 May 2019, Haotai New Energy and the Supplier entered into (i) a purchase contract regarding the purchase of a set of wind power electricity generation equipment at a total consideration of RMB159,632,000, by Haotai New Energy from the Supplier for the wind farm project of the Group in Tongyu County, Jilin Province, the PRC; and (ii) another purchase contract regarding the purchase of a set of wind power electricity generation equipment at a total consideration of RMB159,632,000, by Haotai New Energy from the Supplier for another wind farm project of the Group in Tongyu County, Jilin Province, the PRC.

• (m) On 13 June 2019, Yongzhou Hongtang Century Concord Wind Power Co., Ltd.（永州洪塘協合風力發電有限公司）(“ Yongzhou Hongtang ”) (as supplier and lessee) and Bank of Beijing Financial Leasing Company（北銀金融 租賃有限公司）(“ Bank of Beijing Financial ”) (as purchaser and lessor) entered into a finance lease arrangement for a term of five years (which can be extended for a further term of three years), pursuant to which (i) Bank of Beijing Financial agreed to purchase the equipment from Yongzhou Hongtang at the consideration of RMB240,000,000; and (ii) Bank of Beijing Financial agreed to lease the equipment to Yongzhou Hongtang for a term of 60 months, at an estimated total lease payments in the amount of approximately RMB294,167,688.

— II-8 —

APPENDIX II

GENERAL INFORMATION

• (n) On 18 June 2019, Yongzhou Baimangying (as lessee), Haotai New Energy (as supplier) and Everbright Financial Leasing Co. Ltd. （光大金融租賃股份有 限公司）(“ Everbright Financial Leasing* ”) (as purchaser and lessor) entered into a finance lease arrangement, pursuant to which (i) Everbright Financial Leasing has agreed to purchase the equipment from Haotai New Energy, at the consideration of RMB216,490,830; and (ii) Everbright Financial Leasing has agreed to lease the equipment to Yongzhou Baimangying for a term of nine years, to be payable in 36 quarterly installments, at an estimated total lease payments in the amount of approximately RMB296,613,456.

• (o) On 21 June 2019, (i) Haotai New Energy and Shanghai Electric entered into a purchase contract regarding the purchase of a set of wind power electricity generation equipment at a total consideration of RMB165,669,000, by Haotai New Energy from Shanghai Electric for a wind farm project of the Group in Tongyu County, Jilin Province, the PRC; and (ii) Haotai New Energy and Huayi Wind Energy Co., Ltd（華儀風能有限公司）(“ Huayi Wind Energy* ”) entered into another purchase contract regarding the purchase of a set of wind power electricity generation equipment at a total consideration of RMB161,025,000, by Haotai New Energy from Huayi Wind Energy for another wind farm project of the Group in Tongyu County, Jilin Province, the PRC.

• (p) On 10 July 2019, Jilin Century Concord Wind Power Investment Co., Ltd.（吉 林協合風力發電投資有限公司）(“ Jilin Century Concord ”) (as lessee), Haotai New Energy (as supplier) and CITIC Financial Leasing Co., Ltd.（中信金融租 賃有限公司）(“ CITIC Financial Leasing ”) (as purchaser and lessor) entered into a finance lease arrangement, pursuant to which (i) CITIC Financial Leasing has agreed to purchase the equipment from Haotai New Energy, at the consideration of RMB383,490,000; and (ii) CITIC Financial Leasing has agreed to lease the equipment to Jilin Century Concord for a term of 12 years, to be payable in 48 quarterly installments, at an estimated total lease payments in the amount of approximately RMB580,378,718.

• (q) On 16 July 2019, Fuxin Century Concord Wind Power Equipment Manufacturing and Technical Services Co. Ltd.（阜新協合風電設備製造及技 術服務有限公司）(“ Fuxin Century Concord* ”) and the Supplier entered into a purchase contract regarding the purchase of a set of wind power electricity generation equipment at a total consideration of RMB291,719,224.14, by Fuxin Century Concord from the Supplier for the wind farm project of the Group in Hubei Province, the PRC.

— II-9 —

GENERAL INFORMATION

APPENDIX II

• (r) On 26 August 2019, the Purchaser and XEMC entered into a purchase contract regarding the purchase of a set of wind power electricity generation equipment at a total consideration of RMB174,080,000, by the Purchaser from XEMC for the wind farm project of the Group in Henan Province, the PRC.

• (s) On 26 August 2019, Jilin Century Concord (as lessee), Haotai New Energy (as supplier) and CITIC Financial Leasing (as purchaser and lessor) entered into a finance lease arrangement, pursuant to which (i) CITIC Financial Leasing has agreed to purchase the equipment from Haotai New Energy, at the consideration of RMB116,510,000; and (ii) CITIC Financial Leasing has agreed to lease the equipment to Jilin Century Concord for a term of 12 years, to be payable in 48 quarterly installments, at an estimated total lease payments in the amount of approximately RMB173,545,934.

• (t) On 26 August 2019, Shangcheng County Century Concord Wind Power Co., Ltd.（商城縣協合風力發電有限公司）(“ Shangcheng Century Concord* ”) (as lessee), the Purchaser (as supplier) and Huaneng Tiancheng (as purchaser and lessor) entered into a finance lease arrangement, pursuant to which (i) Huaneng Tiancheng has agreed to purchase the equipment from the Purchaser, at the consideration of RMB250,000,000; and (ii) Huaneng Tiancheng has agreed to lease the said equipment to Shangcheng Century Concord for a term of 12 years, to be payable in 48 quarterly installments, at an estimated total lease payments in the amount of approximately RMB384,977,994.

• (u) On 26 August 2019, Jilin Tongyu Century Concord Xinfa Wind Power Co., Ltd.（吉林通榆協合新發風力發電有限公司）(“ Tongyu Century Concord* ”) (as lessee), Haotai New Energy (as supplier) and Huaneng Tiancheng (as purchaser and lessor) entered into a finance lease arrangement, pursuant to which (i) Huaneng Tiancheng has agreed to purchase the equipment from Haotai New Energy, at the consideration of RMB460,000,000; and (ii) Huaneng Tiancheng has agreed to lease the said equipment to Tongyu Century Concord for a term of 12 years, to be payable in 48 quarterly installments, at an estimated total lease payments in the amount of approximately RMB693,890,653.

• (v) On 17 October 2019, Xiangyang Yulong Wind Power Co., Ltd.（襄陽峪龍風 力發電有限公司）(“ Xiangyang Yulong* ”) (as lessee), Haotai New Energy (as supplier) and Everbright Financial Leasing (as purchaser and lessor) entered into a finance lease arrangement, pursuant to which (i) Everbright Financial Leasing agreed to purchase the equipment from Haotai New Energy, at the consideration of RMB392,600,000; and (ii) Everbright Financial Leasing

— II-10 —

GENERAL INFORMATION

APPENDIX II

agreed to lease the said equipment to Xiangyang Yulong for a term of ten years, to be payable in 40 quarterly instalments, at an estimated total lease payments in the amount of approximately RMB544,957,717.

• (w) On 18 October 2019, Jingmen Lixi Wind Power Co., Ltd.（荊門栗溪風力發電 有限公司）(“ Jingmen Lixi* ”) (as supplier and lessee) and Huaneng Tiancheng (as purchaser and lessor) entered into a finance lease arrangement, pursuant to which (i) Huaneng Tiancheng agreed to purchase the equipment from Jingmen Lixi, at the consideration of RMB60,000,000; and (ii) Huaneng Tiancheng agreed to lease back the said equipment to Jingmen Lixi for a term of 11 years, at an estimated total lease payments in the amount of approximately RMB90,933,959.

• (x) On 18 October 2019, Nanzhao Juhe (as supplier and lessee) and Huaneng Tiancheng (as purchaser and lessor) entered into a finance lease arrangement, pursuant to which (i) Huaneng Tiancheng agreed to purchase the equipment from Nanzhao Juhe, at the consideration of RMB110,000,000; and (ii) Huaneng Tiancheng agreed to lease back the said equipment to Nanzhao Juhe for a term of 11 years, at an estimated total lease payments in the amount of approximately RMB168,981,720.

• (y) On 18 October 2019, Xiangyang Xiangzhou Century Concord Yushan Wind Power Co., Ltd.（襄陽襄州協合峪山風力發電有限公司）(“ Xiangzhou Century Concord* ”) (as supplier and lessee) and Huaneng Tiancheng (as purchaser and lessor) entered into a finance lease arrangement, pursuant to which (i) Huaneng Tiancheng agreed to purchase the equipment from Xiangzhou Century Concord, at the consideration of RMB57,000,000; and (ii) Huaneng Tiancheng agreed to lease back the said equipment to Xiangzhou Century Concord for a term of 10 years, at an estimated total lease payments in the amount of approximately RMB82,466,835.

• (z) On 18 October 2019, Zaoyang Century Concord (as supplier and lessee) and Huaneng Tiancheng (as purchaser and lessor) entered into a finance lease arrangement, pursuant to which (i) Huaneng Tiancheng agreed to purchase the equipment from Zaoyang Century Concord, at the consideration of RMB60,000,000; and (ii) Huaneng Tiancheng agreed to lease back the said equipment to Zaoyang Century Concord for a term of 11 years, at an estimated total lease payments in the amount of approximately RMB82,618,022.

— II-11 —

APPENDIX II

GENERAL INFORMATION

• (aa) On 31 October 2019, the Purchaser and Envision Energy Co., Ltd.（遠景 能源有限公司）(“ Envision Energy* ”) entered into (i) a purchase contract regarding the purchase of a set of wind power electricity generation equipment at a total consideration of RMB379,810,000, by the Purchaser from Envision Energy for a wind farm project of the Group in Bozhou City, Anhui Province, the PRC; and (ii) another purchase contract regarding the purchase of a set of wind power electricity generation equipment at a total consideration of RMB189,050,000, by the Purchaser from Envision Energy for another wind farm project of the Group in Bozhou City, Anhui Province, the PRC.

• (bb) On 15 November 2019, Yilan Century Concord (as lessee), the Purchaser (as supplier) and CITIC Financial Leasing (as purchaser and lessor) entered into a finance lease arrangement, pursuant to which (i) CITIC Financial Leasing agreed to purchase the equipment from Tianjin Century Concord, at the consideration of RMB993,000,000; and (ii) CITIC Financial Leasing agreed to lease the equipment to Yilan Century Concord for a term of 12 years, to be payable in 48 quarterly instalments, at an estimated total lease payments in the amount of approximately RMB1,429,927,545.

• (cc) On 27 November 2019, Yongzhou Jiepai entered into an equity transfer agreement with China Nuclear Shandong Energy Co., Ltd. （中核山東能 源有限公司）(“ China Nuclear Shandong ”) and Tongdao Century Concord Wind Power Co., Ltd.（通道協合風力發電有限公司）(“ Tongdao Century Concord ”), pursuant to which Yongzhou Jiepai agreed to sell and China Nuclear Shandong agreed to acquire the entire equity interest in Tongdao Century Concord, at the consideration of RMB244,380,000, payable by China Nuclear Shandong in accordance with the terms and conditions of the said equity transfer agreement.

4. MATERIAL LITIGATION

No member of the Group was engaged in any litigation or claims of material importance, and no such litigation or claim of material importance was known to the Directors to be pending or threatened by or against any members of the Group, as at the Latest Practicable Date.

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)).

— II-12 —

GENERAL INFORMATION

APPENDIX II

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.

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 at Suite 3901, 39th Floor, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong from the date of this circular up to and including the date of the SGM:

1. the Company’s memorandum of association and by-laws;

2. the circulars of the Company dated 3 June 2019, 23 September 2019, 11 November 2019 and 5 December 2019;

3. the material contracts referred to in the section headed “3. Material Contracts” in this appendix; and

4. the annual reports of the Company for each of the three financial years ended 31 December 2016, 2017 and 2018, and the interim report of the Company for the six months ended 30 June 2019.

8. MISCELLANEOUS

The correspondence address of the Company is at Suite 3901, 39th Floor, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong; and

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

— II-13 —

NOTICE OF SPECIAL 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 special general meeting (“ SGM ”) of Concord New Energy Group Limited (the “ Company ”) will be held at 10:00 a.m. on Saturday, 21 December 2019 at Suite 3901, 39th Floor, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong to consider and, if thought fit, pass the following resolutions of the Company:

Unless otherwise defined, capitalised terms used herein shall have the same meanings as ascribed to them in the circular of the Company dated 5 December 2019.

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) the Purchase Contract I (as supplemented and amended by the Supplemental Agreement) (a copy of which is signed by the chairman of the SGM for identification purpose and has been tabled at the SGM), and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

3. (b) any one director of the Company (the “ Director ”) 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 a second Director, a duly authorized representative of the Director or the company secretary of the Company (the “ Company Secretary ”) 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 contemplated under the Purchase Contract I (as supplemented and amended by the Supplemental Agreement).”

• For identification purpose only

— SGM-1 —

NOTICE OF SPECIAL GENERAL MEETING

1. “ THAT :

2. (a) the Purchase Contract II (a copy of which is signed by the chairman of the SGM for identification purpose and has been tabled at the SGM), and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

3. (b) any one Director 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 a second Director, a duly authorized representative of the Director or the Company Secretary 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 contemplated under the Purchase Contract II.”

4. “ THAT :

5. (a) the Purchase Contract III (a copy of which is signed by the chairman of the SGM for identification purpose and has been tabled at the SGM), and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

6. (b) any one Director 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 a second Director, a duly authorized representative of the Director or the Company Secretary 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 contemplated under the Purchase Contract III.”

For and on behalf of

Concord New Energy Group Limited Chan Kam Kwan, Jason

Company Secretary

Hong Kong, 5 December 2019

• For identification purpose only

— SGM-2 —

NOTICE OF SPECIAL GENERAL MEETING

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 registrar of the Company, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the meeting. Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the SGM or any adjournment thereof, should he/she so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.

3. As at the date of this notice, the board of Directors 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 an non-executive Director) and Mr. Yap Fat Suan, Henry, Dr. Jesse Zhixi Fang, Ms. Huang Jian and Mr. Zhang Zhong (who are independent non-executive Directors).

4. As required under the Listing Rules, the above resolutions will be decided by way of poll.

— SGM-3 —