Guodian Technology & Environment : NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING FOR THE YEAR 2019

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國 電 科 技 環 保 集 團 股 份 有 限 公 司

GUODIAN TECHNOLOGY & ENVIRONMENT GROUP CORPORATION LIMITED*

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

(Stock code: 01296)

NOTICE OF THE FIRST EXTRAORDINARY

GENERAL MEETING FOR THE YEAR 2019

NOTICE IS HEREBY GIVEN THAT the first extraordinary general meeting (the "EGM") of Guodian Technology & Environment Group Corporation Limited (the "Company") for the year 2019 will be held at the Conference Room, 3rd Floor, Building 1, Yard 16, W. 4th Ring Middle Road, Haidian District, Beijing, the People's Republic of China (the "PRC") at 10:00 a.m., on Monday, 23 December 2019, for the purpose of considering and, if thought fit, approving the following resolutions:

AS ORDINARY RESOLUTIONS

1. (a) To consider and approve entering into the United Power Master Agreement

1. between the Company and Guodian United Power Technology Co., Ltd. ( 國 電 聯 合 動 力 技 術 有 限 公 司) ("United Power") (as defined in the announcement in relation to entering into continuing connected transactions dated 29 October 2019).

2. To consider and approve the proposed annual caps of the continuing connected transactions contemplated under the United Power Master Agreement as set out below:

	Proposed annual caps for
	the year ending 31 December
Transaction	2020	2021	2022
	(RMB million)	(RMB million)	(RMB million)
Provision of goods and services by
the Group to United Power and its
subsidiaries	600.00	500.00	500.00
Provision of goods and services by
United Power and its subsidiaries
to the Group	1,100.00	1,100.00	1,100.00

and

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1. Any one of the directors for and on behalf of the Company be and is hereby authorized, among other matters, to sign, execute, perfect and deliver or to authorize signing, executing, perfecting and delivering all such documents and deeds, to do or authorize doing all such acts, matters and things as he/she may in his/her discretion consider necessary, expedient or desirable to give effect to and implement the United Power Master Agreement and to waive compliance from or make and agree such amendments of a non-material nature to any of the terms of the United Power Master Agreement he/she may in his/her discretion consider to be desirable and in the interests of the Company and all the directors' acts as aforesaid.

2. (a) To consider and approve entering into the Longyuan Technology Master

1. Agreement between the Company and Yantai Longyuan Power Technology Co., Ltd. ( 煙 台 龍 源 電 力 技 術 股 份 有 限 公 司)("Longyuan Technology")(as defined in the announcement in relation to entering into continuing connected transactions dated 29 October 2019).

2. To consider and approve the proposed annual caps of the transactions in relation to the provision of goods and services by Longyuan Technology and its subsidiaries to the Group contemplated under the Longyuan Technology Master Agreement as set out below.

Proposed annual caps for

the year ending December 31

Transaction2020 2021 2022

(RMB million) (RMB million) (RMB million)

Provision of goods and services by
Longyuan Technology and its
subsidiaries to the Group	130.00	130.00	130.00

and

1. Any one of the directors for and on behalf of the Company be and is hereby authorized, among other matters, to sign, execute, perfect and deliver or to authorize signing, executing, perfecting and delivering all such documents and deeds, to do or authorize doing all such acts, matters and things as he/ she may in his/her discretion consider necessary, expedient or desirable to give effect to and implement the Longyuan Technology Master Agreement and to waive compliance from or make and agree such amendments of a non-material nature to any of the terms of the Longyuan Technology Master Agreement he/she may in his/her discretion consider to be desirable and in the interests of the Company and all the directors' acts as aforesaid.

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3. To consider and approve the proposed change of Company name from " 國 電 科 技 環 保 集 團 股 份 有 限 公 司" to " 國 家 能 源 科 技 環 保 集 團 股 份 有 限

公 司" in Chinese, and from "GUODIAN TECHNOLOGY & ENVIRONMENT GROUP CORPORATION LIMITED" to "CHN ENERGY TECHNOLOGY ＆ ENVIRONMENT GROUP CORPORATION LIMITED" in English.

AS SPECIAL RESOLUTIONS

1. (a) To consider and approve the amendments to the current articles of association of the Company("Articles") (details of the amendments will be set out in the Company's circular to be dispatched in due course);
2. 1. To authorize any director of the Company to file applications of any necessary approvals and make any filing and registration as necessary for and on behalf of the Company with regard to the Articles.
3. To consider and approve the issuance of not more than RMB1.5 billion super short-term debentures be taken place within 24 months from the approval date of this resolution ("Super Short-termDebentures"), and the authorization of the board of directors to delegate the authorization regarding determining and handling all relevant matters of the Super Short-term Debentures to the general manager office of the Company.

By order of the Board of

Guodian Technology & Environment Group Corporation Limited*

Mr. Chen Dongqing

Chairman

Beijing, PRC, 30 October 2019

• For identification purpose only

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Notes:

1. Important
   The Company will dispatch and publish a circular containing further details relating to the resolutions in due course. The form of proxy and the reply slip for the EGM will be dispatched and published by the Company on the same date as this notice of the EGM.
2. Closure of Register of Members
   The register of members of the Company will be closed from Saturday, 23 November 2019 to Monday, 23 December 2019, both days inclusive, during which period no transfer of shares will be registered. In order to qualify to attend and vote at the EGM, all transfers accompanied by the relevant share certificates must be lodged with the H share registrar of the Company, namely Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H shares) or the head office of the Company (for holders of domestic shares) at Building 1, Yard 16, W. 4th Ring Middle Road, Haidian District, Beijing, PRC no later than 16:30 on Friday, 22 November 2019.
3. Eligibility for Attending the EGM
   Holders of H shares and domestic shares whose names appear on the register of members of the Company at the close of business on Friday, 22 November 2019 are entitled to attend and vote at the EGM.
4. Proxy
   Shareholders entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company.
   If the appointer is a legal person, its legal representative or any person authorized by resolutions of the board of the directors or other governing bodies may attend the EGM on behalf of the appointer.
   In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or other authority, must be deposited to the H share registrar of the Company (for holders of H shares), namely Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong or the head office of the Company (for holders of domestic shares) at Building 1, Yard 16, W. 4th Ring Middle Road, Haidian District, Beijing, PRC not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof. If the appointer is a legal person, the proxy form must be either executed under its common seal or under the hand of its directors or attorney duly authorized.

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1. Registration Procedures for Attending the EGM
   The Company has the rights to request a proxy who attends the EGM on behalf of a shareholder to provide proof of identity. Shareholders who intend to attend the EGM should complete and return the reply slip by hand or by post to the H share registrar of the Company (for holders of H shares), namely Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong or to the head office of the Company (for holders of domestic shares) at Building 1, Yard 16, W. 4th Ring Middle Road, Haidian District, Beijing, PRC on or before Monday, 2 December 2019.
2. Method of Voting at the EGM
   Voting at the EGM will be conducted by way of poll.
3. Miscellaneous
4. 1. The EGM is expected to take half a day. Shareholders or their proxies attending the EGM shall be responsible for their own travel and accommodation expenses. Shareholders or their proxies shall produce their identification documents for verification when attending the EGM.
   2. Contacts of the Company are as follows:

Address:	Building 1, Yard 16
	W. 4th Ring Middle Road
	Haidian District
	Beijing, PRC
Contact Person	Ms. Qin Xiangling
(for Shareholders in the PRC):	Telephone: [phone]
Contact Person	Mr. Lee Kwok Fai Kenneth
(for Shareholders outside the PRC):	Telephone: [phone]

As at the date of this notice, the executive directors of the Company are Mr. Chen Dongqing, Mr. Zhang Jun and Mr. Tang Chaoxiong; the non-executive directors are Mr. Wang Zhongqu, Mr. Zhang Wenjian, Mr. Gu Yuchun and Mr. Yan Andrew Y.; and the independent non-executive directors are Mr. Shen Xiaoliu, Mr. Qu Jiuhui, Mr. Xie Qiuye and Mr. Yeung Chi Tat.

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