Guodian Technology & Environment : PROPOSED AMENDMENTS TO THE ARTICLES AND PROPOSED CHANGE OF COMPANY NAME

Original Article

Amended Article

Cover page:

Cover page:

GUODIAN TECHNOLOGY & ENVIRONMENT

CHN ENERGY TECHNOLOGY ＆ENVIRONMENT

GROUP CORPORATION LIMITED*

GROUP CORPORATION LIMITED*

ARTICLES OF ASSOCIATION

ARTICLES OF ASSOCIATION

And supplement the summary of the general

meeting convened for amending the Articles of

Association.

Original Article

Amended Article

Note to the table of contents:

Note to the table of contents:

In the margin notes of the provisions of these

In the margin notes of the provisions of these

Articles, the "Company Law" refers to the

Articles, the "Company Law" refers to the

Company Law of the People's Republic of

Company Law of the People's Republic of

China (2013 Revision); "Mandatory Provisions"

China (2018 Revision); "Mandatory Provisions"

refer to the Mandatory Provisions for Articles

refer to the Mandatory Provisions for Articles

of Association of Companies to be Listed

of Association of Companies to be Listed

Overseas (Zheng Wei Fa [1994] No. 21) jointly

Overseas (Zheng Wei Fa [1994] No. 21) jointly

promulgated by the former Securities Commission

promulgated by the former Securities Commission

of the State Council and the former State Council

of the State Council and the former State Council

Office for Restructuring the Economic System

Office for Restructuring the Economic System

(hereinafter referred to as "SCORES"); the "Letter

(hereinafter referred to as "SCORES"); the "Letter

of Opinion on Supplements and Amendments"

of Opinion on Supplements and Amendments"

refers to the Letter of Opinion on Supplements

refers to the Letter of Opinion on Supplements

and Amendments to the Articles of Association

and Amendments to the Articles of Association

of Companies Listed in Hong Kong (Zheng Jian

of Companies Listed in Hong Kong (Zheng Jian

Hui Han [1995] No.1) jointly promulgated by

Hui Han [1995] No.1) jointly promulgated by

the Overseas-Listing Department of the China

the Overseas-Listing Department of the China

Securities Regulatory Commission ("CSRC") and

Securities Regulatory Commission ("CSRC") and

the Production System Department of the former

the Production System Department of the former

SCORES; "Opinions" refer to the Opinions on the

SCORES; "Opinions" refer to the Opinions on the

Further Promotion of the Regular Operation and

Further Promotion of the Regular Operation and

In-Depth Reform of Companies Listed Overseas

In-Depth Reform of Companies Listed Overseas

(Guo Jing Mao Qi Gai [1999] No. 230) jointly

(Guo Jing Mao Qi Gai [1999] No. 230) jointly

promulgated by the former State Economic

promulgated by the former State Economic

and Trade Commission and the CSRC; the

and Trade Commission and the CSRC; the

"Guidelines for Articles of Association" refers

"Guidelines for Articles of Association" refers

to the Guidelines for Articles of Association of

to the Guidelines for Articles of Association of

Listed Companies (2016 Revision) (Zheng Jian

Listed Companies (2019 Revision) (Zheng Jian

Hui Gong Gao [2016] No. 23) promulgated by

Hui Gong Gao [2019] No. 10) promulgated by

the CSRC; "Listing Rules" refer to the Rules

the CSRC; "Listing Rules" refer to the Rules

Governing the Listing of Securities on The Stock

Governing the Listing of Securities on The Stock

Exchange of Hong Kong Limited (as amended

Exchange of Hong Kong Limited (as amended

from time to time); "Appendix 3 to the Main

from time to time); "Appendix 3 to the Main

Board Listing Rules" refers to Appendix 3 to the

Board Listing Rules" refers to Appendix 3 to the

Listing Rules; and "Appendix 13D to the Main

Listing Rules; and "Appendix 13D to the Main

Board Listing Rules" refers to Part D of Appendix

Board Listing Rules" refers to Part D of Appendix

13 to the Listing Rules.

13 to the Listing Rules.

Original Article

Amended Article

Headline of the main body:

Headline of the main body:

GUODIAN TECHNOLOGY & ENVIRONMENT

CHN ENERGY TECHNOLOGY ＆ENVIRONMENT

GROUP CORPORATION LIMITED

GROUP CORPORATION LIMITED

ARTICLES OF ASSOCIATION

ARTICLES OF ASSOCIATION

Article 1:

Article 1:

To safeguard the legal rights of Guodian

To safeguard the legal rights of CHN Energy

Technology & Environment Group Corporation

Technology ＆ Environment Group Corporation

Limited (hereinafter referred to as the "Company"),

Limited (hereinafter referred to as the "Company"),

its shareholders and creditors, and to regulate

its shareholders and creditors, and to regulate the

the structure and behavior of the Company, the

structure and behavior of the Company, the Articles

Articles of Association ("these Articles") are

of Association ("these Articles") are written in

written in accordance with the Company Law

accordance with the Company Law of the People's

of the People's Republic of China (hereinafter

Republic of China (hereinafter referred to as

referred to as the "Company Law"), the

the "Company Law"), the Securities Law of the

Securities Law of the People's Republic of

People's Republic of China (hereinafter referred

China (hereinafter referred to as the "Securities

to as the "Securities Law"), the Special Provisions

Law"), the Special Provisions of the State

of the State Council Concerning the Floatation and

Council Concerning the Floatation and Listing

Listing Abroad of Stocks by Joint Stock Limited

Abroad of Stocks by Joint Stock Limited

Companies (hereinafter referred to as the "Special

Companies (hereinafter referred to as the "Special

Provisions"), the Mandatory Provisions for

Provisions"), the Mandatory Provisions for

Articles of Association of Companies to be Listed

Articles of Association of Companies to be Listed

Overseas, the Letter of Opinion on Supplements

Overseas, the Letter of Opinion on Supplements

and Amendments to Articles of Association of

and Amendments to Articles of Association of

Companies Listed in Hong Kong, the Guidelines

Companies Listed in Hong Kong, the Guidelines

for Articles of Association of Listed Companies

for Articles of Association of Listed Companies

(2019 Revision) and other relevant provisions.

(2016 Revision) and other relevant provisions.

Original Article

Amended Article

Article 3:

Article 3:

Registered Chinese name of the Company: 國電

Registered Chinese name of the Company: 國家

科技環保集團股份有限公司.

能源科技環保集團股份有限公司.

Registered English name of the Company:

Registered English name of the Company:

GUODIAN TECHNOLOGY & ENVIRONMENT

C H N

E N E R G Y T E C H N O L O G Y ＆

GROUP CORPORATION LIMITED.

ENVIRONMENT GROUP CORPORATION

LIMITED.

Article 31:

Article 31:

The Company may, in accordance with the

The Company may, in accordance with the

procedures set out in these Articles and with the

procedures set out in these Articles and with the

approval of the relevant competent authorities of

approval of the relevant competent authorities of

the State, repurchase its issued and outstanding

the State, repurchase its issued and outstanding

shares in accordance with legal procedures under

shares in accordance with legal procedures under

the following circumstances:

the following circumstances:

(i)

cancellation of shares for the purposes of

(i)

cancellation of shares for the purposes of

reducing its registered capital;

reducing its registered capital;

(ii)

merger with other companies that hold

(ii)

merger with other companies that hold

shares in the Company;

shares in the Company;

(iii)

granting shares as rewards to the employees

(iii)

Allocation of shares to employee stock

of the Company;

ownership plan or share incentive plan;

(iv)

repurchase of shares made upon the request

(iv)

repurchase of shares made upon the request

of its shareholders who disagree with

of its shareholders who disagree with

resolutions passed at a general meeting in

resolutions passed at a general meeting in

connection with a merger or division of the

connection with a merger or division of the

Company; and

Company;

(v)

other circumstances as permitted by laws

(v)

Allocation of shares to convert

and administrative regulations.

convertible corporate bonds issued by

the Company;

Original Article

Amended Article

(vi)

necessary to maintain the value of the

Company and safeguard the interests of

its shareholders; and

(vii)

other circumstances permitted by laws

and administrative regulations.

Save as the abovementioned circumstances,

the Company shall not purchase or sell its own

shares.

Article 32:

Article 32:

The Company may repurchase shares in one of

The Company may repurchase shares in one of

the following ways, with the approval of the

the following ways, with the approval of the

relevant competent authorities of the State:

relevant competent authorities of the State:

(i)

by making an offer for the repurchase of

(i)

by making an offer for the repurchase of

shares to all its shareholders on a pro rata

shares to all its shareholders on a pro rata

basis;

basis;

(ii)

by repurchasing shares through public

(ii)

by repurchasing shares through public

dealing on a stock exchange;

dealing on a stock exchange;

(iii)

by repurchasing shares by way of a

(iii)

by repurchasing shares by way of a

contractual agreement outside a stock

contractual agreement outside a stock

exchange; or

exchange; or

(iv)

other ways authorized by the relevant

(iv)

other ways authorized by the relevant

regulatory authorities.

regulatory authorities.

Where the Company repurchases its shares

pursuant to items (iii), (v) and (vi) of

Paragraph 1 of Article 31 herein, it shall be

conducted through public centralized trading.

Original Article

Amended Article

Article 34:

Article 34:

The shares of the Company repurchased in

Any share repurchased by the Company

accordance with items (i), (ii) and (iv) of Article

under circumstances set out in items (i) and

31 shall be cancelled within the period prescribed

(ii) of Paragraph 1 of Article 31 herein shall

by laws and administrative regulations. Those

be resolved at the general meeting. Any

repurchased in accordance with item (i) shall

repurchase of the shares of the Company under

be cancelled within ten days from the date of

provisions set out in items (iii), (v) and (vi) of

repurchase; those repurchased in accordance with

Paragraph 1 of Article 31 could be resolved

items (ii) and (iv) shall be transferred or cancelled

at the meeting of the board of directors where

within six months; and the Company shall register

over two-thirds of the directors are present, as

with the original company registration authority

required herein or authorized at the general

and made announcement on changes of registered

meeting.

capital. Those repurchased in accordance with

item (iii) of Article 31 shall not exceed 5% of

Shares repurchased by the Company under

the total issued shares of the Company and shall

Article 31 shall be cancelled within ten days

be transferred to the employees within one year.

after the repurchase under the circumstance

Such repurchase shall be funded out of the profit

set out in item (i); shall be transferred

after tax of the Company.

or cancelled within six months under the

circumstances set out in items (ii) and (iv);

For shares cancelled as a result of the Company's

and the aggregate number of shares of the

repurchase of shares, the Company shall register

Company held by itself shall not exceed 10%

with the original company registration authority

of its total shares in issue and the Company

on such changes of registered capital. The

shall transfer them or cancel them within three

aggregate par value of the cancelled shares shall

years under any of the circumstances set out in

be deducted from the Company's registered

items (iii), (v) or (vi).

capital.

For shares cancelled as a result of the Company's

repurchase of shares, the Company shall register

with the original company registration authority

on such changes of registered capital. The

aggregate par value of the cancelled shares shall

be deducted from the Company's registered

capital.

Original Article

Amended Article

Paragraph 2 of Article 66:

Paragraph 2 of Article 66:

The general meeting will be held at a location

The general meeting will be held at a location

for meeting in the form of a physical meeting.

for meeting in the form of a physical meeting.

Subject to compliance with mandatory provisions

Subject to compliance with mandatory provisions

of laws and regulations and the listing rules

of laws and regulations and the listing rules of the

of the place of listing, the Company may also

place of listing, the Company may also provide

provide internet services or other methods

internet services to facilitate the shareholders

to help the shareholders to participate in the

to participate in the general meetings.

general meetings. Shareholders will be regarded

Shareholders will be regarded as present at the

as present at the general meetings when they

general meetings when they participate via the

participate via the above-mentioned methods.

above-mentioned methods.

Paragraph 1 of Article 116:

Paragraph 1 of Article 116:

Independent non-executive directors shall not be

Where independent non-executive directors are

removed without legitimate cause before expiry

removed before expiry of their terms of office,

of their terms of office. Where an independent

the matter shall be disclosed by the Company as

non-executive director was removed from office

a special issue.

before expiry of his/her term, the matter shall be

disclosed by the Company as a special issue.

Original Article

Amended Article

Paragraph 2 of Article 120:

Paragraph 2 of Article 120:

The board of directors may set up certain special

The board of directors of the Company sets up

committees such as audit committee, remuneration

audit committee, and may also set up relevant

and assessment committee, nomination committee

special committees such as strategic committee,

and strategic committee. Such committees shall

nomination committee, and remuneration and

assist the board of directors to execute its powers

assessment committee as required. Special

under the leadership of the board of directors, or

committees are accountable for the board of

to provide advice or consultation opinions for the

directors and shall perform their duties as

decisions of the board of directors. Members and

required by the Articles and authorized by the

rules of procedure of the special committees shall

board of directors. Motions shall be submitted

be determined by the board of directors.

to the meeting of the board of directors for

consideration and resolution. All members

of special committees shall be composed of

directors, in particular, independent non-

executive directors shall constitute the majority

of the members of audit committee, nomination

committee, and remuneration and assessment

committee and shall be the convener, and

the convener of audit committee shall be

an accounting professional. The board of

directors shall be responsible for formulating

working rules of special committees, in order

to regulate the operation of special committees.

Side note to Article 135: Work Guidelines for

Side note to Article 135: to delete Work

Secretary to the Board of Directors of Overseas

Guidelines for Secretary to the Board of

Listed Company.

Directors of Overseas Listed Company.

Paragraph 2 of Article 155:

Paragraph 2 of Article 155:

Personnel who hold positions other than directors

Personnel who hold positions other than

in the controlling shareholders and de facto

directors and supervisors in the controlling

controller's entities shall not serve as a senior

shareholder's entities shall not serve as a senior

management personnel of the Company.

management personnel of the Company.

"Articles"

the articles of association of the Company, as amended

from time to time

"Board"

the board of directors of the Company

"Company"

Guodian Technology & Environment Group Corporation

Limited ( 國 電 科 技 環 保 集 團 股 份 有 限 公 司), a

joint stock limited liability company incorporated in the

PRC pursuant to the Company Law on 16 May 2011,

and including its subsidiaries as the context requires

"Company Law"

Company Law of the People's Republic of China

"EGM"

the extraordinary general meeting of the Shareholders

for the Shareholders to consider, and if appropriate,

approve, among other things, the proposed amendments

to the current Articles and change of Company name

"Group"

the Company and its subsidiaries

"CHN Energy"

China Energy Investment Corporation Limited

"Hong Kong"

the Hong Kong Special Administrative Region of the

PRC

"PRC"

the People's Republic of China excluding, for the

purpose of this announcement only, Hong Kong, Macau

Special Administrative Region and Taiwan

"Shareholder(s)"

shareholder(s) of the Company