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 registered institution in securities, 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

Terms defined in the section headed "Definitions" in this circular shall have the same meaning when used in this cover page, unless the context otherwise requires.

SGM of the Company will be held at 10:00 a.m. on Monday, 19 September 2022 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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as practicable but in any event no later than 48 hours (i.e.10:00 a.m. on Saturday, 17 September 2022) 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.

* For identification purposes only

2 September 2022

		CONTENTS
			Pages
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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PRECAUTIONARYMEASURES FOR THE SPECIALGENERALMEETING

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 he/she (a) has travelled outside of Hong Kong within the 14-day period immediately before the SGM; and (b) 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 by 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, the following terms and expressions shall have the following meanings unless the context otherwise requires:

"Aggregated Transactions"	the transactions contemplated under the Previous Finance
		Lease Arrangements and the Finance Lease Arrangements;
"Announcement"	the announcement of the Company dated 9 August 2022 in
		relation to the Finance Lease Arrangements;
"Applicable Percentage Ratio",	have the meanings ascribed to them under the Listing Rules;
	"connected person" and
	"subsidiary"
"Auxiliary Facilities A2"	wind turbine foundations, booster station and other accessories
		of the Power Plant A;
"Auxiliary Facilities B"	wind turbine foundations, booster station and other accessories
		of the Power Plant B;
"Board"	board of Directors;
"Century Concord Wind Power"	Century Concord Wind Power Investment Co., Ltd.* ( 協
		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 ordinary shares of which are
		listed on the Main Board of the Stock Exchange;
"Director(s)"	the director(s) of the Company;
"Equipment A1"	certain wind power equipment of the Power Plant A;
"Finance Lease Agreement A1"	the finance lease agreement dated 9 August 2022 between the
		Lessee A and the Financier for the acquisition of the Equipment
		A1 by the Financier from the Lessee A and the leasing of the
		Equipment A1 back to the Lessee A from the Financier;
"Finance Lease Agreement A2"	the finance lease agreement dated 9 August 2022 between the
		Lessee A and the Financier for the acquisition of the Auxiliary
		Facilities A2 by the Financier from the Lessee A and the
		leasing of the Auxiliary Facilities A2 back to the Lessee A from
		the Financier;

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	DEFINITIONS
"Finance Lease Agreement B"	the finance lease agreement dated 9 August 2022 between the
	Lessee B and the Financier for the acquisition of the Auxiliary
	Facilities B by the Financier from the Lessee B and the leasing
	of the Auxiliary Facilities B back to the Lessee B from the
	Financier;
"Finance Lease Agreements"	the Finance Lease Agreement A1, the Finance Lease
	Agreement A2, and the Finance Lease Agreement B, and a
	"Finance Lease Agreement" means any one of them;
"Finance Lease Arrangement A1"	the transactions contemplated under the Finance Lease
	Agreement A1;
"Finance Lease Arrangement A2"	the transactions contemplated under the Finance Lease
	Agreement A2;
"Finance Lease Arrangement B"	the transactions contemplated under the Finance Lease
	Agreement B;
"Finance Lease Arrangements"	the Finance Lease Arrangement A1, the Finance Lease
	Arrangement A2, and the Finance Lease Arrangement B, and a
	"Finance Lease Arrangement" means any one of them;
"Finance Period A1"	a period of 15.5 years, in which the Lessee A shall lease the
	Equipment A1 from the Financier;
"Finance Period A2"	a period of 15.5 years, in which the Lessee A shall lease the
	Auxiliary Facilities A2 from the Financier;
"Finance Period B"	a period of 3 years, in which the Lessee B shall lease the
	Auxiliary Facilities B from the Financier;
"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;
"Heilongjiang Haotai"	Heilongjiang Haotai New Energy Technology Co., Ltd.* (黑龍
	江浩泰新能源技術有限公司), a company established in the
	PRC with limited liability and wholly owned by third parties,
	who are not connected persons of the Company;

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