LongiTech Smart Energy : GENERAL MANDATES TO ISSUE SHARES AND BUY-BACK SHARES; RE-ELECTION OF RETIRING DIRECTORS; AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in LongiTech Smart Energy Holding Limited, you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

LONGITECH SMART ENERGY HOLDING LIMITED

隆 基 泰 和 智 慧 能 源 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1281)

GENERAL MANDATES

TO ISSUE SHARES AND BUY-BACK SHARES;

RE-ELECTION OF RETIRING DIRECTORS;

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of LongiTech Smart Energy Holding Limited to be held at Conference room 1, Longjitaihe industrial Park, No. 66 Dongfang Road, Gaobeidian City, Hebei Province, China at 10:30 a.m. on Friday, 28 May 2021 is set out on pages 12 to 16 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk. Whether or not you are able to attend the annual general meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the annual general meeting (i.e. before 10:30 a.m. on Wednesday, 26 May 2021) or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the annual general meeting or any adjourned meeting thereof if they so wish.

22 April 2021

CONTENTS

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the followings meanings:

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DEFINITIONS

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LETTER FROM THE BOARD

LONGITECH SMART ENERGY HOLDING LIMITED

隆 基 泰 和 智 慧 能 源 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1281)

GENERAL MANDATES TO ISSUE SHARES AND BUY-BACK SHARES;

RE-ELECTION OF RETIRING DIRECTORS;

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you the notice of Annual General Meeting and the following proposals to be put forward at the Annual General Meeting: (a) the grant to the Directors of the Issue Mandate and the Share Buy-back Mandate; and (b) the re-election of the retiring Directors.

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LETTER FROM THE BOARD

ISSUE MANDATE

In order to ensure flexibility and give discretion to the Directors, in the event that it becomes desirable for the Company to issue any new Shares, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the general mandate to issue Shares. At the Annual General Meeting, an ordinary resolution no. 4(A) will be proposed to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with the additional Shares not exceeding 20% of the total number of the issued Shares as at the date of passing of the ordinary resolution in relation to the Issue Mandate.

As at the Latest Practicable Date, the Company had 1,484,604,000 Shares in issue. Subject to the passing of the ordinary resolution no. 4(A) and on the basis that no further Shares are issued or bought- back after the Latest Practicable Date and up to the Annual General Meeting, the Company will be allowed to issue a maximum of 296,920,800 Shares.

In addition, subject to a separate approval of the ordinary resolution no. 4(C), the number of Shares bought-back by the Company under ordinary resolution no. 4(B) will also be added to extend the 20% limit of the Issue Mandate as mentioned in the ordinary resolution no. 4(A) provided that such additional amount shall not exceed 10% of the total number of issued Shares as at the date of passing the ordinary resolutions in relation to the Issue Mandate and the Share Buy-back Mandate. The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the Issue Mandate.

SHARE BUY-BACK MANDATE

In addition, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Share Buy-back Mandate to the Directors to exercise the powers of the Company to buy- back up to a maximum of 148,460,400 Shares, representing 10% of the total number of issued Shares as at the date of passing of the ordinary resolution in relation to the Share Buy-back Mandate.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Share Buy-back Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 108(a) of the Articles of Association, the Directors being Mr. Wei Qiang and Mr. Han Xiaoping shall retire by rotation and being eligible, had offered themselves for reelection as Directors at the Annual General Meeting.

Details of the above retiring Directors who are subject to re-election at the Annual General Meeting are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.

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LETTER FROM THE BOARD

NOMINATION POLICY AND PROCESS FOR THE REAPPOINTMENT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS

The nomination committee and the Board have complied with the nomination policy and the Board diversity policy for the re-appointment of Mr. Han Xiaoping as an independent non-executive Director. In reviewing the structure of the Board, the nomination committee and the Board will consider the Board diversity from a number of aspects, including but not limited to gender, age, cultural, educational background, expertise, skills, management and industry experience. All appointments to the Board should be based on merit, and after considering factors such as talents, skills and experience as may be necessary for the operation of the Board as a whole with a view to maintaining a balance composition and the effectiveness of the Board.

Mr. Han is an expert in the energy industry in China. He has over 20 years of investment, management, research and consultancy experience in the energy industry. He also serves as deputy director of China Energy Research Society Distributed Energy Professional Committee, expert of China Southern Power Grid Expert Committee and expert of China Gas Strategic Development Committee. The nomination committee and the Board also consider that Mr. Han's knowledge and experience, in particular, the distributed energy and smart energy industries, can provide the development of the smart energy business of the Company and the effective operation of the Board with professional perspectives and unique insights. The nomination committee and the Board also consider that Mr. Han has the related experience required for serving as an independent non-executive Director, and is able to devote sufficient time and attention to perform the duties as an independent non-executive Director. In addition, the nomination committee assesses and reviews Mr. Han's annual confirmation of his independence in accordance with the independence guidelines set out in Rule 3.13 of the Listing Rules, and confirm Mr. Han's independence.

Accordingly, the nomination committee proposes the re-appointment of Mr. Han to the Board so that the Board can recommend to the Shareholders for his re-election at the Annual General Meeting. The Board believes his re-election is in the best interests of the Company and the Shareholders as a whole and therefore he should be re-elected.

NOTICE OF ANNUAL GENERAL MEETING

Set out in pages 12 to 16 of this circular is the notice of the Annual General Meeting containing, inter alia, ordinary resolutions in relation to granting the Directors the Issue Mandate and the Share Buy-back Mandate, approving the re-election of the retiring Directors and approving the appointment of BDO Limited as the auditor of the Company.

FORM OF PROXY

A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the website of the Stock Exchange at www.hkexnews.hk. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time fixed for the holding of the Annual

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LETTER FROM THE BOARD

General Meeting (i.e. before 10:30 a.m. on Wednesday, 26 May 2021) or at any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting or any adjourned meeting thereof if they so wish.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting (save for certain procedural or administrative matters) must be taken by poll. The chairman of the Annual General Meeting shall therefore demand voting on all resolutions set out in the notice of Annual General Meeting be taken by way of poll pursuant to article 72 of the Articles of Association.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative shall have one vote for every fully paid Share of which he is the holder. A Shareholder entitled to more than one vote on a poll needs not use all his votes or cast all the votes he uses in the same way.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

RECOMMENDATION

The Directors consider that the proposed resolutions for the granting to the Directors of the Issue Mandate and the Share Buy-back Mandate and the re-election of the retiring Directors are in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

Yours faithfully

By Order of the Board

LongiTech Smart Energy Holding Limited

Wei Qiang

Chairman and Chief Executive Officer

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The following are the particulars of the Directors proposed to be re-elected at the Annual General Meeting.

As at the Latest Practicable Date, each of the following Directors, save as disclosed herein, did not have any interest in Shares of the Company or its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed herein, as at the Latest Practicable Date, none of the following Directors (i) had any directorships in other listed public companies in the last three years; and (ii) had any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules) of the Company.

Save as disclosed in this circular, there is no other matter in relation to re-election of the following Directors that needs to be brought to the attention of the Shareholders and the Stock Exchange which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

EXECUTIVE DIRECTOR

Mr. Wei Qiang, aged 38, joined the Company as an executive Director, the chief executive officer of the Company and a member of the Remuneration Committee on 11 November 2015. On 29 June 2017, Mr. Wei Qiang was appointed as the chairman of the Board and chairman of the Nomination Committee of the Board. Mr. Wei Qiang has around 13 years of work and management experiences in the clean energy industry. Mr. Wei Qiang is the founder and controlling shareholder of Lightway Green Energy Technology Co., Ltd., which mainly engage in businesses of production and sales of photovoltaic components. Mr. Wei Qiang has also been serving as a director of a rural bank initiated by Chengdu Rural Commercial Bank since 2013. From August 2018, Mr. Wei Qiang is a senior management of Longjitaihe Group Co., Ltd (together with its subsidiaries, collectively the ''Longjitaihe Group''). From 2003 to 2006, Mr. Wei Qiang studied at the University of Auckland in New Zealand majoring in Finance and from 2007 to 2009, studied business administration and information strategies at Tsinghua University. Mr. Wei Qiang is the son of Mr. Wei Shaojun, the ultimate controlling Shareholder of the Company and the non-executive Director.

Mr. Wei Qiang has renewed a service contract with the Company for a term of three years commencing from 11 November 2018. He is subject to retirement by rotation and re-election at the Annual General Meeting of the Company in accordance with the Articles of Association. Mr. Wei Qiang does not receive any Director fee but an emolument of HK$300,000 per annum as the chief executive officer of the Company, which is determined based on his qualification, experience, level of responsibilities undertaken and prevailing market conditions and is subject to annual review by the remuneration committee of the Company and the Board. As at the Latest Practicable Date, Mr. Wei Qiang was deemed to be interested in 422,872,512 Shares of the Company, representing approximately 28.48% of the total issued Shares of the Company.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Han Xiaoping, aged 63, joined the Company as an independent non-executive Director, a member of the Audit Committee and the Nomination Committee on 28 June 2016. He worked as journalist in CAAC JOURNAL of the Civil Aviation Administration of China (CAAC) from 1986 to

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

1988. He established China Energy Net in 2000 and served as managing director since then, and he also serves as the chief writer of Energy Review, Chief Researcher of China Energy Net Research Center. He currently serves as deputy director of China Energy Research Society Distributed Energy Professional Committee, expert of China Southern Power Grid Expert Committee and expert of China Gas Strategic Development Committee. Mr. Han has been an independent non-executive director of Beijing Jingneng Clean Energy Co., Limited, a listed company on the Main Board of the Stock Exchange (stock code:

1. since October 2014; an independent non-executive director of Tianjin Tianbao Energy Co., Ltd., a listed company on the Main Board of the Stock Exchange (stock code: 1671) since April 2018; and an independent non-executive director GCL Energy Technology Co., Ltd, a listed company on the Main Board of Shenzhen Stock Exchange (stock code:2015) since June 2019.

Mr. Han has renewed a service contract with the Company for a term of three years on 28 June 2019. He is subject to retirement by rotation and re-election at the Annual General Meeting of the Company in accordance with the Articles of Association. Mr. Han receives a Director fee of HK$250,000 per annum, which is determined based on his qualification, experience, level of responsibilities undertaken and prevailing market conditions and is subject to annual review by the remuneration committee of the Company and the Board. As at the Latest Practicable Date, Mr. Han has been granted options to subscribe for 359,400 shares of the Company.

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The following is an explanatory statement required by the Stock Exchange to be sent to the Shareholders under the Listing Rules in connection with the proposed Share Buy-back Mandate.

LISTING RULES FOR BUY-BACKS OF SHARES

The Listing Rules permit companies with a primary listing on the Stock Exchange to buy-back their shares on the Stock Exchange subject to certain restrictions.

The Listing Rules provide that all proposed buy-back of shares by a company with a primary listing on the Stock Exchange must be approved by shareholders in advance by an ordinary resolution at a general meeting, either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be bought-back must be fully paid up.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital was HK$14,846,040 comprising 1,484,604,000 Shares in issue. Subject to the passing of the resolution granting the Share Buy-back Mandate and on the basis that no further Shares are issued or bought-back before the Annual General Meeting, the Company will be allowed to buy-back a maximum of 148,460,400 Shares which represent 10 per cent of the issued Shares during the period ending on the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or (iii) the revocation or variation by an ordinary resolution of the Shareholders in general meeting.

REASONS AND FUNDING OF BUY-BACKS

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to buy- back its Shares. Such buy-backs may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such a buy-back will benefit the Company and the Shareholders as a whole.

Buy-backs of Shares will be financed out of funds legally available for the purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws and regulations of the Cayman Islands. The Companies Law provides that the amount of capital repaid in connection with a share buy-back may be paid out of the profits of the Company or the proceeds of a fresh issue of Shares made for the purposes of the buy-back or out of capital subject to and in accordance with the Companies Law. The amount of premium payable on buy-back may only be paid out of either the profits of the Company or out of the share premium account before or at the time the Shares are bought-back in the manner provided for in the Companies Law.

The Directors have no present intention to buy-back any Shares and they would only exercise the power to buy-back in circumstances where they consider that the buy-back would be in the best interests of the Company and the Shareholders as a whole. The Directors consider that if the Share Buy-back Mandate was to be exercised in full, it may not have a material adverse impact on the working capital or the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 December 2020, being the date to which the

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latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the Share Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

To the best of their knowledge, having made all reasonable enquiries, none of the Directors or any of their respective close associates currently intends to sell any Shares to the Company or its subsidiaries, if the Share Buy-back Mandate is exercised.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Share Buy-back Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands.

No core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Share Buy-back Mandate is exercised.

TAKEOVERS CODE

If as a result of a buy-back of Shares pursuant to the Share Buy-back Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any buy- back of Shares pursuant to the Share Buy-back Mandate.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Mr. Wei Shaojun was deemed to be interested in 970,534,633 Shares within the meaning of Part XV of the SFO, representing approximately 65.37 % of the existing issued Shares. Mr. Wei Shaojun is the founder of a discretionary trust through which Zedra Trustees (Singapore) Limited (formerly known as''BNP Paribas Singapore Trust Corporation Limited'') held long position in 422,872,512 Shares through its controlled corporations in its capacity as trustee. In addition, 534,462,121 Shares are held through Lightway Power Holdings Limited, which is in turn wholly-owned by Global Capital Alliance Limited, a company which is in turn wholly-owned by Mr. Wei Shaojun. 13,200,000 Shares are held through Harvest Oak Holdings Limited, a company which is in turn wholly-owned by Mr. Wei Shaojun. In the event that the Directors should exercise in full the Share Buy-back Mandate, Mr. Wei Shaojun's interests in the Company will be increased to approximately 72.64 % of the issued Shares. On the basis of the aforesaid increase of shareholding, the Directors are not aware of any consequences of such buy-backs of Shares that would result in a Shareholder, or group of Shareholders acting in concert, becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code if the Share Buy-back Mandate was exercised in full. The exercise of the Share Buy-back Mandate in full would not result in insufficient public float of the Company. In any event, the Directors have no intention to exercise the Share Buy-back Mandate to such an extent that results in a public shareholding of less than the minimum public float requirement of 25% of the total issued Shares.

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SHARE BUY-BACK MADE BY THE COMPANY

No buy-backs of Shares have been made by the Company during the six months prior to the Latest Practicable Date (whether on the Stock Exchange or otherwise).

SHARE PRICES

The highest and lowest prices at which the Shares had been traded on the Stock Exchange during the period from April 2020 to the Latest Practicable Date were as follows:

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NOTICE OF ANNUAL GENERAL MEETING

1. (a) To re-elect the following retiring Directors:
2. 1. 1. Mr. Wei Qiang as an executive Director; and
      2. Mr. Han Xiaoping as an independent non-executive Director;
   2. To authorise the board of Directors (the ''Board'') to fix the remuneration of the Directors.
3. To re-appoint BDO Limited as the auditor of the Company and authorise the Board to fix its remuneration.
4. To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

1. ''That:
2. 1. subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;
   2. the approval in paragraph (i) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;
   3. the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as hereinafter defined) pursuant to paragraph (i) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined); or (2) the grant or exercise of any option under the share option scheme of the Company or any other option, scheme or similar arrangement for the time being adopted for the grant or issue to the directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (3) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (4) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed 20 per cent of the aggregate number of shares of the Company in issue as at the date of passing this resolution and the said approval shall be limited accordingly; and
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NOTICE OF ANNUAL GENERAL MEETING

1. 1. for the purpose of this resolution:
   2. 1. ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
      2. 1. the conclusion of the next annual general meeting of the Company;
         2. the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held;
         3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
      3. ''Rights Issue'' means an offer of shares of the Company, or an offer or issue of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the Directors to holders of shares of the Company or any class thereof whose names appear on the register of members on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).''
2. ''That:
3. 1. subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy-back shares of the Company on The Stock Exchange of Hong Kong Limited (the
      ''Stock Exchange'') or on any other stock exchange on which the shares of the Company may be listed and recognised for this purpose by the Securities and Futures Commission and the Stock Exchange and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby generally and unconditionally approved;
   2. the approval in paragraph (i) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period (as hereinafter defined) to procure the Company to buy-back its shares at a price determined by the Directors;

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NOTICE OF ANNUAL GENERAL MEETING

1. 1. the aggregate number of the shares of the Company, which may be bought-back by the Company during the Relevant Period (as hereinafter defined) pursuant to the approval in paragraph (i) above shall not exceed 10 per cent of the aggregate number of shares of the Company in issue as at the date of passing of this resolution, and the said approval shall be limited accordingly;
   2. subject to the passing of each of the paragraphs (i), (ii) and (iii) of this resolution, any prior approvals of the kind referred to in paragraphs (i), (ii) and (iii) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
   3. for the purpose of this resolution:
      ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
   4. 1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and
      3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.''
2. ''That conditional upon the resolutions numbered 4(A) and 4(B) set out in the notice convening this meeting being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with new shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the ordinary resolution numbered 4(A) set out in the notice convening this meeting be and is hereby extended by the addition to the aggregate number of shares of the Company which may be allotted or agreed conditional or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the aggregate number of shares of the Company bought-back by the Company under the authority granted pursuant to ordinary resolution numbered 4(B) set out in the notice convening this meeting, provided that such extended amount shall not exceed 10 per cent of the aggregate number of shares of the Company in issue as at the date of passing of this resolution.''

By Order of the Board

LongiTech Smart Energy Holding Limited

Wei Qiang

Chairman and Chief Executive Officer

Hebei, the PRC, 22 April 2021

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Ordinary resolution numbered 4(C) will be proposed to the shareholders for approval provided that ordinary resolutions numbered 4(A) and 4(B) are passed by the shareholders of the Company.
2. A shareholder entitled to attend and vote at the Meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her; a proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the Meeting. On a poll, votes may be given either personally or by proxy.
3. In the case of joint holders, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
4. In order to be valid, a form of proxy must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting (i.e. before 10:30 a.m. on Wednesday, 26 May 2021) or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.
5. The transfer books and register of members of the Company will be closed from Tuesday, 25 May 2021 to Friday, 28 May 2021, both days inclusive, during which period no share transfers can be registered. In order to qualify for attending the Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Monday, 24 May 2021.
6. In respect of ordinary resolutions numbered 2 above, Mr. Wei Qiang and Mr. Han Xiaoping, shall retire at the Meeting and being eligible, had offered themselves for re- election at the above meeting. Details of the above retiring Directors are set out in Appendix I to the accompanied circular dated 22 April 2021.
7. In respect of the ordinary resolution numbered 4(A) above, the Directors wish to state that they have no immediate plans to issue any new shares of the Company. Approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Rules Governing the Listing of Securities on the Stock Exchange (the ''Listing Rules'').
8. In respect of ordinary resolution numbered 4(B) above, the Directors wish to state that they will exercise the powers conferred by the general mandate to buy-back shares of the Company in circumstances which they deem appropriate for the benefits of shareholders of the Company. The explanatory statement containing the information necessary to enable shareholders to make an informed decision on whether to vote for or against the resolution to approve the buy-back by the Company of its own shares, as required by the Listing Rules, is set out in Appendix II to the accompanied circular dated 22 April 2021.

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