Concord New Energy : MAJOR TRANSACTION FINANCE LEASE ARRANGEMENTS AND NOTICE OF SPECIAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Concord New Energy Group Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

Concord New Energy Group Limited

協 合 新 能 源 集 團 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 182)

MAJOR TRANSACTION

FINANCE LEASE ARRANGEMENTS AND

NOTICE OF SPECIAL GENERAL MEETING

SGM of the Company will be held at 10:00 a.m. on Thursday, 8 July 2021 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.

PRECAUTIONARY MEASURES FOR THE SPECIAL GENERAL MEETING

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

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

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

21 June 2021

		CONTENTS
			Page
Precautionary Measures for the Special General Meeting . . . . . . . . . . . . . . . .	ii
Definitions . . .	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	-	Financial Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II	-	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
Notice of SGM . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

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PRECAUTIONARY MEASURES FOR THE SPECIAL GENERAL MEETING

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

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

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

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

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DEFINITIONS

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

"Aggregated Transactions"	the transactions contemplated under the Previous Finance
	Lease Arrangements and the Finance Lease Arrangements;
"Applicable Percentage	have the meanings ascribed to them under the Listing Rules;
Ratio", "connected
person" and "subsidiary"
"April 2021 Finance Lease	the sale and leaseback transactions described in the paragraph
Arrangement I"	headed "April 2021 Finance Lease Arrangement I" in the
	Letter from the Board contained in this circular;
"April 2021 Finance Lease	the sale and leaseback transactions described in the paragraph
Arrangement II"	headed "April 2021 Finance Lease Arrangement II" in the
	Letter from the Board contained in this circular;
"April 2021 Finance Lease	the April 2021 Finance Lease Arrangement I and the April
Arrangements"	2021 Finance Lease Arrangement II;
"Board"	board of Directors;
"Buildings and Auxiliary	certain buildings and auxiliary facilities (such as wind
Facilities"	turbines foundations, power cables and booster station
	buildings) for the operation of the Power Plant to be
	purchased by the Financier from the Lessee under the
	Finance Lease Agreement II, as stipulated under the Finance
	Lease Agreement II;
"Century Concord Wind	Century Concord Wind Power Investment Co., Ltd.*（協
Power"	合風電投資有限公司）, a company established in the PRC
	with limited liability and a wholly-owned subsidiary of the
	Company;
"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 Shares of which are
	listed on the Main Board of the Stock Exchange;
"Director(s)"	the director(s) of the Company;

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	DEFINITIONS
"Equipment"	certain machinery and equipment for the operation of the
	Power Plant to be purchased by the Financier from the Seller
	under the Sale and Purchase Agreement, as stipulated under
	the Sale and Purchase Agreement;
"Finance Lease	the finance lease agreement entered into between the Lessee
Agreement I"	and the Financier on 6 May 2021 for the leasing of the
	Equipment to the Lessee from the Financier;
"Finance Lease	the finance lease agreement entered into between the Lessee
Agreement II"	and the Financier on 6 May 2021 for the acquisition of the
	Buildings and Auxiliary Facilities by the Financier from
	the Lessee and the leasing of the Buildings and Auxiliary
	Facilities back to the Lessee from the Financier;
"Finance Lease	the transactions contemplated under the Sale and Purchase
Arrangement I"	Agreement and the Finance Lease Agreement I;
"Finance Lease	the transactions contemplated under the Finance Lease
Arrangement II"	Agreement II;
"Finance Lease	the Finance Lease Arrangement I and the Finance Lease
Arrangements"	Arrangement II;
"Finance Period I"	the 15-year period, in which the Lessee shall pay Lease
	Payments to the Financier and shall have the right to use the
	Equipment;
"Finance Period II"	the 15-year period, in which the Lessee shall pay Lease
	Payments to the Financier and shall have the right to use the
	Buildings and Auxiliary Facilities;
"Financier"	Huaneng Tiancheng Financial Leasing Co., Ltd.*（華能天成
	融資租賃有限公司）, a company established in the PRC with
	limited liability;
"Group"	the Company and its subsidiaries;

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