Northeast Electric Development : (1) Announcement on the Voting Results of the Extraordinary General Meeting; (2) Appointment of Director and Supervisor; (3) Change in Auditor; And (4) Amendments to the Articles of Association

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

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

（Stock Code:0042）

1. ANNOUNCEMENT ON THE VOTING RESULTS OF THE EXTRAORDINARY GENERAL MEETING;
2. APPOINTMENT OF DIRECTOR AND SUPERVISOR;
3. 1. CHANGE IN AUDITOR;

AND

(4) AMENDMENTS TO THE ARTICLES OF ASSOCIATION

An announcement pursuant to Rule 13.39 (5) of the Listing Rules is made by the Board of Directors (the "Board") of Northeast Electric Development Co., Ltd. (the "Company") in relation to the voting results of the 2019 Second Extraordinary General Meeting (the "EGM" or "Meeting") held on 23 December 2019. The Board wishes to announce that all resolutions proposed at the EGM were duly passed by way of poll.

Appointment of Director and Shareholder Representative Supervisor

The Board announces that, Ms. Liu Huafen was appointed as a Director of the 9th Session of the Board of Directors of the Company. Her term of office shall be effective from the date of approval by the EGM and end on the expiry of the term of the 9th session of the Board of Directors (namely 10 March 2022). During the above-mentioned term of office, Ms. Liu Huafen will not receive any form of remuneration for her position as the Director of the Company.

The Board further announces that, Ms. Liu Lu was appointed as a Shareholder Representative Supervisor of the 9th Session of the Supervisory Committee of the Company. Her term of office shall be effective from the date of approval by the EGM and end on the expiry of the term of the 9th session of the Supervisory Committee (namely 10 March 2022). During the above-mentioned term of office, Ms. Liu Lu will not receive any form of remuneration for her position as the Supervisor of the Company.

Resignation of supervisor

The Board announces that, due to work adjustment, Ms. Lei Xiao has tendered her resignation from the position of Shareholder Representative Supervisor of the Company with effect from the conclusion of general meeting on 23 December 2019.

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Change in Auditor

The Board announces that, the Company ceased to renew the engagement of the Ruihua Certified Public Accountants LLP *（瑞華會計師事務所（特殊普通合夥）,the "Ruihua")

as auditor of the Company, and appointed Mazars Certified Public Accountants LLP *（中審 眾環會計師事務所（特殊普通合夥））as the domestic auditor for financial statements and internal control of the Company for the year of 2019, and the Mazars CPA Limited*（中審 眾環（香港）會計師事務所有限公司） (collectively referred to the "Mazars"）as the international auditor for the year of 2019 for a term of one year, and will grant authority to the Board of Directors of the Company to determine the remuneration, with effect from the date of approval by the EGM.

Amendments to the Articles of Association

The Board announces that, the resolution of amendments to the relevant provisions of the Articles of Association, concerning the notice period of the general meeting, shareholders' proposal right and convening procedures, as well as the adoption of the PRC GAAP and the IFRS for separate preparation of financial statements have been considered and approved. The revised Article of Association shall be effective from the date of approval by the EGM.

References are made to Announcements and notice of the Extraordinary General Meeting dated 6 November 2019, the supplementary notice of the Extraordinary General Meeting dated 20 November 2019 and the supplementary notice of the Extraordinary General Meeting dated 6 December 2019 (the "Announcements"). Unless the context requires otherwise, terms used in this announcement shall have the same meanings as those defined in the Announcements. The full content of the resolutions has been set out in the Announcements.

Particulars and attendance of the meeting

The second extraordinary general meeting of shareholders for the year 2019 of Northeast Electric Development Co., Ltd. (the "Company") was held in the conference room of the Company, HNA Plaza, No.7 Guoxing Road, Meilan District, Haikou City, Hainan Province, the PRC, at 10:00 a.m. on 23 December 2019. The meeting was presided over by Mr. Zhu Jie, Chairman of the Board.

1. Attendance of the shareholders

37 shareholders voted at the meeting and online, representing 101,023,609 shares (11.5671% of the total shares of the Company)

Including:

2 shareholders and holder (Agent) voted at the meeting representing 92,446,850 shares (10.5851％ of the total shares of the Company).

35 shareholders voted online representing 8,576,759 shares (1.0831% of the total shares of the Company).

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2. Attendance of the Minority investors (the shareholders who individually or collectively hold less 5% of the Company's shares, including H share shareholder)

36 shareholders voted at the meeting and online, representing 19,528,759 shares (2.4661% of the total shares of the Company)

Including:

35 shareholders voted online representing 8,576,759 shares (1.0831% of the total shares of the Company).

To the best knowledge, information and belief of the Directors, there were no restrictions on any shareholder casting votes on any of the proposed resolutions at the EGM. There were no shares entitling the shareholders to attend and abstain from voting in favour of the resolutions. Connected shareholders are required to abstain from voting with respect to connected transaction resolutions proposed at the EGM under Rule 13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). All resolutions at the EGM are put to vote by way of poll.

Pursuant to the provisions of the Listing Rules, Ruihua Certified Public Accountants LLP *（瑞華會計師事務所（特殊普通合夥）, was appointed as the scrutineer for the vote-calculating at the EGM, in accordance with the Company Law of the People's Republic of China (the "Company Law")，the Rules of Procedures of Shareholders' General Meeting of Listed Companies (the "Rules of Procedures") and other relevant laws and regulations as well as provisions of the Articles of Association of the Company (the "Articles of Association"), and the relevant legal opinion on the EGM was issued by the lawyers from Grandall (Shanghai) Law Firm.

Voting results

The resolutions have been considered and approved by way of voting by poll at the EGM, and the voting results are as follows:

1

2

Ordinary Resolutions

To consider and approve the Proposal on the Appointment of Ms. Liu Huafen as a Director of the Company * (《關於委任劉 華芬女士為董事的議案》)

To consider and approve the Proposal on the Appointment of Ms. Liu Lu as a Shareholder Representative Supervisor of the Company *

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Number of voting shares and percentage

Affirmative	Negative	Abstention
vote	note	vote
100,667,709	355,900	0
（99.6477%）	（0.3523%）	（0%）
100,667,709	355,900	0
（99.6477%）	（0.3523%）	（0%）

3

4

5

6

(《關於委任劉璐女士為股東代表監事的 議案》)

To consider and approve the Proposal on the Termination of Lease Agreement of Connected Transaction * (《關於終止租賃 合同關連交易的議案》)

To consider and approve the Proposal on Change of Auditor and the grant of authority to the Board of Directors of the Company to determine the remuneration * (《關於變更

審計機構的議案》,並授權本公司董事會 決定其薪酬）

Special Resolutions

To consider and approve the Proposal on the amendments to articles of association and the grant of authority to the Board of Directors of the Company to make changes in industrial and commercial registration, and make relevant adjustments and revision to the Articles of Association in accordance with related regulations, and make adjustments and revision to the Rules for Procedure of the Board and Rules for Procedure of the General Meeting according to the revised Articles of Association * (《關 於修訂公司章程的議案》,並授權本公司 董事會根據相關規定辦理工商變更登記手 續，對公司章程調整和修改及根據修订後 的公司章程對董事會議事規則、股東會議 事規則進行調整和修改）

To consider and approve The Proposal on the Supplement of the Amendments to Articles

of Association * (《關於補充修訂公司章程 的議案》）

19,122,959	405,800	0
（97.9220%）	（2.0780%）	（0%）

100,667,809	355,800	0
（99.6478%）	（0.3522%）	（0%）

Number of voting shares and percentage

Affirmative	Negative	Abstention
vote	note	vote

100,617,809	405,800	0
（99.5983%）	（0.4017%）	（0%）

100,617,809 355,800 50,000 （99.5983%） （0.3522%） （0.0495%）

The Board wishes to announce that all resolutions proposed at the EGM were duly passed by way of poll.

Lawyer's certification

Grandall (Shanghai) Law Firm witnessed the EGM and issued a legal opinion stating that the convening and procedures for holding the EGM conform to the provisions of the relevant laws, regulations, regulatory documents and the Articles of Association, the attendants' qualification, the voting procedures and voting results of the EGM are legal and valid.

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Appointment of Director and Shareholder Representative Supervisor

The Board announces that, Ms. Liu Huafen was appointed as a Director of the 9th Session of the Board of Directors of the Company. Her term of office shall be effective from the date of approval by the EGM and end on the expiry of the term of the 9th session of the Board of Directors (namely 10 March 2022). During the above-mentioned term of office, Ms. Liu Huafen will not receive any form of remuneration for her position as the Director of the Company.

The Board further announces that, Ms. Liu Lu was appointed as a Shareholder Representative Supervisor of the 9th Session of the Supervisory Committee of the Company. Her term of office shall be effective from the date of approval by the EGM and end on the expiry of the term of the 9th session of the Supervisory Committee (namely 10 March 2022). During the above-mentioned term of office, Ms. Liu Lu will not receive any form of remuneration for her position as the Supervisor of the Company.

The biographical details of Director and Shareholder Representative Supervisor were set out in the notice of the Company dated 6 November 2019. Save as disclosed therein, there are no other matter that needs to be disclosed pursuant to Rule 13.51(2)(a) to (v) of the Hong Kong Listing Rules nor any other matter that needs to be brought to the attention of the Shareholders.

Resignation of supervisor

The Board announces that, due to work adjustment, Ms. Lei Xiao has tendered her resignation from the position of Shareholder Representative Supervisor of the Company with effect from the conclusion of general meeting on 23 December 2019.

Ms. Lei Xiao has confirmed to the Company that she has no disagreement with the Board and the Supervisory Committee, and there is no matter relating to her resignation that needs to be brought to the attention of the holders of the securities of the Company.

The Company, the Board and the Supervisory Committee hereby express sincere gratitude to Ms. Lei Xiao for her valuable contributions to the Company during her term of office.

Change in Auditor

The Board announces that, the Company ceased to renew the engagement of the Ruihua Certified Public Accountants LLP *（瑞華會計師事務所（特殊普通合

夥）,the "Ruihua") as auditor of the Company, and appointed Mazars Certified

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Public Accountants LLP *（中審眾環會計師事務所（特殊普通合夥））as the domestic auditor for financial statements and internal control of the Company for the year of 2019, and the Mazars CPA Limited*（中審眾環（香 港）會計師事務所有限公司） (collectively referred to the "Mazars"）as the international auditor for the year of 2019 for a term of one year, and will grant authority to the Board of Directors of the Company to determine the remuneration, with effect from the date of approval by the EGM.

Ruihua has confirmed that there are no matters in relation to the proposed cease of renewal of the engagement as the auditor of the Company that need to be brought to the attention of the Shareholders of the Company. The Board and the Audit Committee of the Company also confirmed that there are no matters in relation to the proposed change of auditor that need to be brought to the attention of the Shareholders and there was no disagreement between the Company and Ruihua regarding the proposed cease of renewal of the engagement.

The Board would like to express its sincere gratitude to Ruihua for their professional services provided to the Company in the past years.

Amendments to the Articles of Association

The Board announces that, the resolution of amendments to the relevant provisions of the Articles of Association, concerning the notice period of the general meeting, shareholders' proposal right and convening procedures, as well as the adoption of the PRC GAAP and the IFRS for separate preparation of financial statements have been considered and approved. The revised Article of Association shall be effective from the date of approval by the EGM.

By order of the Board

Zhu Jie

Chairman

Haikou, Hainan Province, the PRC

23 December 2019

As at the date of this Announcement, the Board comprises of six executive Directors, namely Mr. Zhu Jie, Mr. Li Rui, Ms. Ma Yun, Mr. Bao Zongbao, Mr. Su Weiguo and Ms. Liu Huafen; and three independent non-executive Directors, namely Mr. Li Ming, Mr. Qian Fengsheng and Mr. Fang Guangrong.

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