Beijing Jingneng Clean Energy : REVISED NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2019

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this revised notice, 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 revised notice.

Beijing Jingneng Clean Energy Co., Limited

北京京能清潔能源電力股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 00579)

REVISED NOTICE OF

THE SECOND EXTRAORDINARY GENERAL MEETING OF 2019

References are made to the notice of the extraordinary general meeting (the "EGM") of Beijing Jingneng Clean Energy Co., Limited (the "Company") dated 1 November 2019 (the "Original Notice"), the announcement of the Company dated 16 October 2019 in relation to the continuing connected transactions and major transaction and the announcement of the Company dated 5 November 2019 in relation to the disclosable and connected transaction and update on the Proposed Subscription (the "Announcements"). Unless otherwise specified, capitalised terms used in this revised notice shall have the same meanings as defined in the Announcements.

REVISED NOTICE IS HEREBY GIVEN that the EGM will be held as originally scheduled at 10:00 a.m. on Wednesday, 18 December 2019 at No. 2 Meeting Room, 2nd Floor, No. 6 Xibahe Road, Chaoyang District, Beijing, PRC, for the purposes of considering and, if thought fit, passing the following resolutions, including the new ordinary resolution no. 3:

ORDINARY RESOLUTIONS

1. To consider and approve the continuing connected transaction of the Company under the Framework Heat Sale and Purchase Agreement and the proposed annual caps thereof;
2. To consider and approve the deposit service received by the Company under the Financial Services Framework Agreement and the proposed annual caps thereof; and

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3. To consider and approve the Proposed Subscription.

By Order of the Board

Beijing Jingneng Clean Energy Co., Limited

KANG Jian

Company Secretary

Beijing, the PRC

29 November 2019

As at the date of this revised notice, the non-executive directors of the Company are Mr. Liu Haixia, Mr. Ren Qigui, Ms. Li Juan and Mr. Wang Bangyi; the executive directors of the Company are Mr. Zhang Fengyang, Mr. Zhu Jun and Mr. Cao Mansheng; and the independent non-executive directors of the Company are Mr. Huang Xiang, Mr. Zhang Fusheng, Mr. Chan Yin Tsung and Mr. Han Xiaoping.

Notes:

Details of the resolutions are set out in the circular of the Company dated 29 November 2019.

1. CLOSURE OF REGISTER FOR H SHARES, ELIGIBILITY FOR ATTENDING THE EGM
   Holders of H Shares are advised that the share register for H Shares has been closed since Monday, 18 November 2019 to Wednesday, 18 December 2019 (both days inclusive), during which period no transfer of shares will be effected. The Shareholders whose names appear on the register of members of the Company on the close of business on Wednesday, 18 December 2019 are entitled to attend and vote at the EGM. Holders of H Shares of the Company who wish to attend the EGM but have not registered the transfer documents are required to deposit the transfer documents together with the relevant share certificates at the H Share Registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on Friday, 15 November 2019 for registration.
2. PROXY
   Since the Original Notice and proxy form (the "Original Proxy Form") enclosed thereof did not contain certain updated information about the EGM in the Announcements and the new ordinary resolution no. 3 set out in this revised notice, a revised proxy form (the "Revised Proxy Form") for the EGM to be held on 18 December 2019 (or any adjournment thereof) has been prepared and is sent together with this revised notice.
   Important: The Revised Proxy Form shall supersede the Original Proxy Form. Those shareholders who had lodged the Original Proxy Form with the Company's H Share Registrar in Hong Kong for holders of H shares should note that the Original Proxy Form is no longer applicable to the EGM.
   Holders of H shares who intend to appoint a proxy to attend and vote on the EGM are required to lodge the Revised Proxy Form and the relevant notarized power of attorney (if any) and other relevant documents of authorization (if any) as mentioned above with the Company's H Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong in person or by post not less than 24 hours before the time fixed for holding the EGM (i.e. not later than 10:00 a.m. on Tuesday, 17 December 2019) or any adjournment thereof (as the case may be).
   Completion and delivery of the Revised Proxy Form will not preclude shareholders from attending and voting in person at the EGM or any adjournment thereof should they so wish.
   Shareholders may, by completing the Revised Proxy Form of the Company, appoint one or more proxies to attend and vote at the EGM (or any adjournment thereof) on his or her behalf.

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1. REPLY SLIP
   The reply slip for use at the EGM sent together with the Original Notice (the "Reply Slip") will be valid reply slip for the EGM. The last date for returning the Reply Slip will remain on 28 November 2019. For the avoidance of doubt, any Reply Slip duly completed and returned in accordance with the instructions printed thereon remains valid for the EGM and the relevant Shareholders are not required to return another reply slip.
2. ADDRESS AND TELEPHONE NUMBER OF THE COMPANY'S PRINCIPAL PLACE OF BUSINESS IN THE PRC

Name:	The Company Secretary
Address:	7/8/9F
	No. 6 Xibahe Road, Chaoyang District
	Beijing, the PRC
Telephone:	(86 10) 8740 7289

1. PROCEDURES FOR VOTING AT THE EGM
   Any vote of shareholders at the EGM must be taken by poll.
2. OTHER BUSINESS
   Shareholders (in person or by proxy) attending the EGM are responsible for their own transportation and accommodation expenses. Shareholders or their proxies attending the EGM shall produce their identity documents.

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