China Suntien Green Energy : PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION PROPOSED ELECTION OF THE FOURTH SESSION OF THE BOARD OF DIRECTORS AND THE SUPERVISORY COMMITTEE

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CHINA SUNTIEN GREEN ENERGY CORPORATION LIMITED*

新 天 綠 色 能 源 股 份 有 限 公 司

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

(Stock Code: 00956)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION PROPOSED ELECTION OF THE FOURTH SESSION OF THE BOARD OF DIRECTORS AND THE SUPERVISORY COMMITTEE

I.PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Board of Directors announces that it is proposed to amend the Articles of Association. The amendments mainly include two aspects. First, according to the new provisions on the repurchase of shares under the PRC Company Law, the provisions on the share repurchase arrangements under the Articles of Association will be revised; second, in consideration of the large number of directors and supervisors of the Company currently and for the purpose of enhancing work efficiency and further improving the corporate governance system, the number of members of the Board of Directors and the Supervisory Committee will be adjusted in accordance with the provisions of the PRC Company Law by taking into account the actual situation of the Company provided that the requirements of the listing rules of H shares and future A shares are fully complied with. The proposal for the proposed amendments to the Articles of Association is still subject to the consideration and approval at the 2018 AGM.

II.PROPOSED ELECTION OF THE FOURTH SESSION OF THE BOARD OF DIRECTORS

Given that the term of the third session of the Board of Directors is about to expire, the Board of Directors has approved a resolution proposing to nominate Dr. Cao Xin, Dr. Li Lian Ping, Mr. Qin Gang and Mr. Wu Hui Jiang as non-executive directors of the fourth session of the Board of Directors; Mr. Mei Chun Xiao and Mr. Wang Hong Jun as executive directors of the fourth session of the Board of Directors; Mr. Xie Wei Xian, Mr. Wan Yim Keung, Daniel and Dr. Lin Tao as independent non-executive directors of the fourth session of the Board of Directors of the Company. The proposals for the election of members of the fourth session of the Board of Directors are still subject to the consideration and approval at the 2018 AGM.

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III.PROPOSED ELECTION OF THE FOURTH SESSION OF THE SUPERVISORY COMMITTEE

Given that the term of the third session of the Supervisory Committee is about to expire, the Supervisory Committee passed a resolution proposing to nominate Mr. Wang Chun Dong as an external supervisor of the fourth session of the Supervisory Committee; and Mr. Shao Jing Chun as an independent supervisor of the fourth session of the Supervisory Committee. The proposals for the election of members of the fourth session of the Supervisory Committee are still subject to the consideration and approval at the 2018 AGM.

In addition, Mr. Qiao Guo Jie was elected as an employee representative supervisor of the fourth session of the Supervisory Committee at the employee representative meeting of the Company.

I.PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The board of directors (the "Board" or "Board of Directors") of China Suntien Green Energy Corporation Limited (the "Company") announces that it is proposed to amend the Articles of Association of the Company. The amendments mainly include two aspects. First, according to the new provisions on the repurchase of shares under applicable laws such as the "Company Law of the People's Republic of China (revised in 2018)" (the "PRC Company Law"), the provisions on the share repurchase arrangements under the Articles of Association will be revised; second, in consideration of the large number of directors and supervisors of the Company currently and for the purpose of enhancing work efficiency and further improving the corporate governance system, the numbers of members of the Board of Directors and the Supervisory Committee will be adjusted in accordance with the provisions of the PRC Company Law by taking into account the actual situation of the Company, provided that with the requirements the listing rules of H shares and future A shares are fully complied with. Details of the amendments are as follows:

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Existing version	Amended version
Article 31 In the following circumstances,	Article 31 In the following circumstances, the
the Company can buy back shares of	Company can buy back shares of the Company
the Company pursuant to the statutory	pursuant to the statutory procedures and in
procedures and in accordance with laws,	accordance with laws, regulations, departmental
regulations, departmental regulations and	regulations, the rules governing the listing of
these Articles:	securities on securities exchangesand these
(1) when canceling shares in order to reduce	Articles:
its capital;	(1) when canceling shares in order to reduce its
(2) when merging with other companies	capital;
which hold the Company's shares;	(2) when merging with other companies which
(3) to give shares to staff of the Company as	hold the Company's shares;
a reward;	(3) to utilize shares in the employee share
(4) because a shareholder opposes the	ownership plan or for share incentive;
Company's merger or division during the	(4) because a shareholder opposes the Company's
shareholders' meeting, he requests the	merger or division during the shareholders'
Company to buy back his shares; and	meeting, he requests the Company to buy back
(5) in other circumstances as stipulated in	his shares;
laws and statutory regulations.	(5) to utilise the shares for conversion of
Except for the above circumstances, the	corporate bonds issued by the Company that
Company is not allowed to buy or sell its	are convertible into shares;
own shares.	(6) where it is necessary for the Company to
	safeguard the value of the Company and the
	interests of its shareholders.
	Except for the above circumstances, the Company
	is not allowed to buy or sell its own shares.
Article 32 Subject to approval by the	Article 32 Subject to the fulfillment of
State department in charge, the following	provisions of laws, administrative regulations,
methods may be adopted to buy back	departmental rules, the rules governing the
shares:	listing of securities on securities exchanges and
(1) issue a buy back offer to all shareholders	these Articles,and upon approval by the State
according to an equal percentage;	department in charge, the following methods may
(2) through means of open trading at the	be adopted to buy back shares:
stock exchange;	(1) issue a buy back offer to all shareholders
(3) through means of an agreement outside	according to an equal percentage;
the stock exchange; or	(2) through means of open trading at the stock
(4) through other means approved by related	exchange;
supervisory department.	(3) through means of an agreement outside the
	stock exchange; or
	(4) through other means approved by related
	supervisory department.
	If the Company acquires its own shares under
	the circumstances described in items (3), (5)
	and (6) of Article 31 of these Articles, it shall
	conduct such buybacks through centralized
	public transaction.

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Article 34 After purchasing shares as		Article 34 If the Company acquires its own
stipulated in items (1), (2) and (4) of Article		shares under the circumstances described in
31, the Company shall cancel or transfer		(1) and (2) of Article 31 of these Articles, it
such shares within the period prescribed		shall obtain approval of the general meeting by
by laws and administrative regulations,		way of resolution; if the Company acquires its
and shall make an application to its		own shares in (3), (5) and (6) of Article 31 of
original registration authority to modify		these Articles, it shall obtain approval by way
the registration on its registered capital and		of resolution at the Board meeting attended by
have a relevant announcement published. If		more than two-thirds directors.
the Company repurchases its own shares in
accordance with item (3) of Article 31, the		After the Company acquires its own shares
shares so repurchased shall not exceed the		according to Article 31 of these Articles, it
maximum proportion prescribed by laws		shall cancel the shares it has acquired within
and administrative regulations, the capital		10 days after the acquisition if such acquisition
used for the acquisition shall be deducted		is made under the circumstances as described
from the profits after tax of the Company,		in (1) of Article 31; if the acquisition is made
and shall be transferred to the employees		under the circumstances as described in (2) or
within the time prescribed by laws and		(4) of Article 31, it shall transfer or cancel the
administrative regulations.		shares it has acquired within 6 months after
The Company shall cancel that portion		the acquisition. In case of the circumstances
of shares due to repurchase of shares and		as stated in (3), (5) or (6) of Article 31, the
shall make an	application to its original	total shares of the Company held by the
r e g i s t r a t i o n	a u t h o r i t y t o m o d i f y t h e	Company shall not exceed 10% of its total
registration on its registered capital. The		shares in issue and the shares it has acquired
aggregate par value of the cancelled shares		shall be transferred or cancelled within 3
shall be offset against the registered capital		years after the acquisition. However, if laws,
of the Company.		administrative regulations, departmental
		regulations, and the rules governing the listing
		of securities on securities exchanges requires
		otherwise, such provisions shall apply.
		The Company shall cancel that portion of shares
		due to repurchase of shares and shall make an
		application to its original registration authority to
		modify the registration on its registered capital.
		The aggregate par value of the cancelled shares
		shall be offset against the registered capital of the
		Company.
Article 105 The Company shall have a		Article 105 The Company shall have a Board
Board of Directors. The Board of Directors		of Directors. The Board of Directors shall
shall consist of 11 directors, of which		consist of ninedirectors, of which threeshall be
four shall be independent non-executive		independent non-executive directors. The Board
directors. The Board of Directors shall have		of Directors shall have one Chairman and two
one Chairman and two Vice Chairmen.		Vice Chairmen.

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Article 144 The supervisory committee	Article 144 The supervisory committee shall
shall comprise six (6) supervisors, of which	comprise three (3)supervisors, of which one
two (2) are external supervisors, two (2) are	(1) is an external supervisor, one (1) is staff
staff representative supervisors and two (2)	representative supervisor and one (1) is an
are independent supervisors. A supervisor's	independent supervisor. A supervisor's term
term of appointment is three (3) years. He/	of appointment is three (3) years. He/She can be
She can be reappointed for consecutive	reappointed for consecutive terms.
terms.

Save for the proposed amendments, the contents of other chapters and articles of the Articles of Association will remain unchanged. The proposed amendments to the Articles of Association are prepared in Chinese, the English version of which is only the translation. In the event of any discrepancy between the English translation and the Chinese version of the Articles of Association, the Chinese version shall prevail.

Despite the amendments to the Articles of Association with respect to the share repurchase by the Company, the Company shall remain subject to the relevant requirements and restrictions of the Listing Rules for any share repurchase, including but not limited to the relevant provisions of Chapters 10 and 19A of the Listing Rules. In particular, pursuant to Rule 10.06(5) and Rule 19A.24 of the Listing Rules, the listing status of all H shares repurchased by the Company shall be automatically cancelled upon repurchase, and the Company must apply for listing of any further issues of H shares in the normal way, and the Company shall ensure that the documents of title of the repurchased H shares are cancelled and destroyed as soon as possible following the settlement of any such purchase. Besides, Rule 19A.25 of the Listing Rules further provides that the Company's share repurchase in the future shall be subject to (i) the approval by shareholders of the Company at the general meeting by way of special resolution; (ii) the approval by holders of domestic shares at the domestic shares class meeting by way of special resolution; and (iii) the approval by H shareholders at H shareholders class meeting by way of special resolution. When the Company publishes the notice of meeting and circular, it will also despatch a letter of explanation to the shareholders, which contains all the information as required by Rule 10.06(1)(b) of the Listing Rules. Besides, when the Company carries out any shares repurchase in the future, it will also comply with the reporting obligations set out in Rule 10.06(4) of the Listing Rules. The Company will also ensure compliance with the public float requirement under the Listing Rules when conducting share repurchase.

II.PROPOSED ELECTION OF THE FOURTH SESSION OF THE BOARD OF DIRECTORS

Given that the term of the third session of the Board of Directors is about to expire, the Board of Directors passed resolutions proposing to nominate Dr. Cao Xin, Dr. Li Lian Ping, Mr. Qin Gang and Mr. Wu Hui Jiang as non-executive directors of the fourth session of the Board of Directors; Mr. Mei Chun Xiao and Mr. Wang Hong Jun as executive directors of the fourth session of the Board of Directors; Mr. Xie Wei Xian, Mr. Wan Yim Keung, Daniel and Dr. Lin Tao as independent non-executive directors of the fourth session of the Board of Directors. After the new session of the Board of Directors is elected and approved at the general meeting and the change of the Board of Directors is successfully completed, Ms. Sun Min, Mr. Qin Hai Yan, Mr. Ding Jun, Mr. Wang Xiang

Jun and Mr. Yue Man Yiu Matthew will retire as directors of the Company. 5