Proposals for general mandate to issue new shares general mandate to buy back shares re-election of retiring directors and notice of annual general meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Everbright Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the transferee or to the banker, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.

CHINA EVERBRIGHT LIMITED

中國光大控股有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 165)

PROPOSALS FOR GENERAL MANDATE TO ISSUE NEW SHARES

GENERAL MANDATE TO BUY BACK SHARES

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the 2021 Annual General Meeting of China Everbright Limited to be held at 38th Floor, Everbright Centre, 108 Gloucester Road, Wan Chai, Hong Kong on Thursday, 27 May 2021 at 10:00 a.m. is set out on pages 17 to 21 of this circular. Whether or not you propose to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the registered office of China Everbright Limited at 46th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event so as to arrive not less than forty-eight hours before the time appointed for the holding of the meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof if you so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please refer to page 1 of this circular for the measures to be implemented at the Annual General Meeting by the Company to safeguard the health and safety of the attendees and to prevent the spreading of the Novel Coronavirus ("COVID-19") pandemic, including:

1. compulsory body temperature check
2. compulsory wearing of surgical face mask
3. limitation on the number of attendees at the Annual General Meeting as permitted by law
4. no corporate gifts will be distributed and no refreshments or drinks will be served

Attendees who do not comply with the precautionary measures (1) and (2) above may be denied entry into the Annual General Meeting venue, at the absolute discretion of the Company as permitted by law. The Company wishes to advise the Shareholders that you may appoint the Chairman of the Annual General Meeting as your proxy to vote on the relevant resolutions at the Annual General Meeting as an alternative to attend the Annual General Meeting in person.

Hong Kong, 9 April 2021

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PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing COVID-19 pandemic and recent requirements for prevention and control of its spread (as per guidelines issued by the Hong Kong government at www.chp.gov.hk/en/features/102742.html and the directions under the Prevention and Control of Disease (Prohibition on Group Gathering) Regulation (Chapter 599G of the Laws of Hong Kong) and other applicable laws and regulations), the Company will implement necessary preventive measures at the Annual General Meeting to protect attending Shareholders, Directors, proxies and other attendees from the risk of infection, including:

1. compulsory body temperature check will be conducted on every Shareholder, proxy and other attendees at the entrance of the Annual General Meeting venue. Any person with a body temperature of over 37.2 degrees Celsius, or is exhibiting flu-like symptoms may be denied entry into the Annual General Meeting venue or be required to leave the Annual General Meeting venue;
2. attendees are required to wear surgical face masks inside the Annual General Meeting venue at all times;
3. to maintain a safe distance between seats and as such, the Company may limit the number of attendees at the Annual General Meeting as may be necessary to avoid over-crowding; and
4. no corporate gifts will be distributed and no refreshments or drinks will be served.

Attendees who do not comply with the precautionary measures (1) and (2) above may be denied entry into the Annual General Meeting venue, at the absolute discretion of the Company as permitted by law, or be required to leave the Annual General Meeting venue in order to ensure the safety of the attendees at the Annual General Meeting.

As the COVID-19 situation continues to evolve, the Company will closely monitor the situation and may adopt other precautionary measures as appropriate, according to the latest regulations published by the Hong Kong government from time to time, for the Annual General Meeting to minimize any risk to the Shareholders and other participants attending the Annual General Meeting.

In the interest of all attendees' health and safety, the Company wishes to advise all Shareholders that physical attendance in person at the Annual General Meeting is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions duly completed, Shareholders may appoint the Chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting instead of attending the Annual General Meeting in person.

The proxy form, which can also be downloaded from the Company's website (https://www.everbright.com), is enclosed to this circular. If you are not a registered Shareholder (i.e., if your Shares are held via banks, brokers, custodians or Hong Kong Securities Clearing Company Limited), you should consult your banks or brokers or custodians (as the case may be) directly to assist you in the appointment of proxy.

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the

following meanings:

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LETTER FROM THE BOARD

CHINA EVERBRIGHT LIMITED

中國光大控股有限公司

PROPOSALS FOR GENERAL MANDATE TO ISSUE NEW SHARES

GENERAL MANDATE TO BUY BACK SHARES

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information on the resolutions relating to the captioned matters to be proposed at the Annual General Meeting to be held on Thursday, 27 May 2021.

GENERAL MANDATE TO ISSUE NEW SHARES

At the annual general meeting of the Company held on 21 May 2020, a general mandate was given to the Directors to allot, issue and deal with new Shares. Such general mandate will lapse at the conclusion of the Annual General Meeting. It is therefore proposed to seek your approval to renew the general mandate to allot, issue and deal with new Shares at the Annual General Meeting.

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LETTER FROM THE BOARD

Ordinary resolutions will be proposed at the Annual General Meeting as set out in items 5 and 7 in the notice of the Annual General Meeting for granting to the Directors a general mandate to allot, issue and deal with new Shares not exceeding 20% of the total number of the issued Shares as at the date of passing of such resolution and adding to such general mandate so granted to the Directors the total number of the issued Shares bought back by the Company after the granting of the general mandate to buy back Shares up to 10% of the total number of the issued Shares as at the date of passing of such resolution.

The general mandate shall be exercisable during the period from the passing of the ordinary resolution as set out in item 5 in the notice of the Annual General Meeting until whichever is the earliest 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 the Articles of Association or any applicable law to be held; or (iii) the date on which the authority set out in such resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

Subject to the passing of the ordinary resolution as set out in item 5 in the notice of the Annual General Meeting and on the basis that no further Shares would be issued or bought back prior to the Annual General Meeting, the Company would be allowed pursuant to such resolution to issue a maximum of 337,050,742 new Shares (representing 20% of the issued Shares) as at the Latest Practicable Date.

GENERAL MANDATE TO BUY BACK SHARES

In addition, at the annual general meeting of the Company held on 21 May 2020, an ordinary resolution was approved by the Shareholders to grant to the Directors a general mandate to exercise the powers of the Company to buy back Shares. Such mandate, unless renewed, will lapse at the conclusion of the Annual General Meeting.

An ordinary resolution will also be proposed at the Annual General Meeting as set out in item 6 in the notice of the Annual General Meeting for granting to the Directors a general mandate to exercise the powers of the Company to buy back Shares up to 10% of the total number of the issued Shares as at the date of passing of such resolution.

The Share Buy-back Rules regulate the buy-back by companies with a primary listing on the Stock Exchange of its own securities. The Share Buy-backs Code provides that all buy-backs of securities made by public companies in Hong Kong must be effected by way of a general offer unless, inter alia, they are buy-backs of securities made on the Stock Exchange in accordance with the Listing Rules. The Directors propose to seek your approval of the Buy-back Resolution to be proposed at the Annual General Meeting.

An explanatory statement as required under the Share Buy-back Rules to provide the requisite information of the Buy-back Proposal, including the reasons for such proposal, is set out in Appendix I of this circular.

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LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

According to Articles 120 and 121 of the Articles of Association, one-third of the Directors for the time being (who have been longest in office) shall retire from office by rotation at every annual general meeting of the Company provided that every Director shall retire once every three years. A retiring Director shall be eligible for re-election.

In addition, according to Article 87 of the Articles of Association, any Director appointed by the Board either to fill a casual vacancy or as an addition to the Board shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election at that meeting.

In accordance with Articles 120 and 121, Dr. Zhao Wei, Mr. Tang Chi Chun Richard and Dr. Lin Zhijun, Directors who have been longest in office since their last re-election, will retire by rotation and, being eligible, will offer themselves for re-election at the Annual General Meeting.

The nomination committee of the Board (the "Nomination Committee") had assessed and reviewed the annual written confirmation of independence of each of the independent non-executive Directors for the year ended 31 December 2020 based on the independence criteria as set out in Rule 3.13 of the Listing Rules and confirmed that all of them, including Dr. Lin, remain independent.

Having considered the structure, size, composition and performance of the Board with reference to the board diversity policy and the nomination policy of the Company, the Nomination Committee had nominated the above retiring Directors to the Board for it to propose to the Shareholders for re-election at the Annual General Meeting.

Dr. Lin has served as an independent non-executive Director for more than nine years since his appointment in September 2005. Pursuant to code provision A.4.3 of the Corporate Governance Code set out in Appendix 14 to the Listing Rules, (a) having served the Company for more than nine years could be relevant to the determination of an independent non-executive director 's independence; and (b) if an independent non-executive director has served more than nine years, his further appointment should be subject to a separate resolution to be approved by Shareholders. Dr. Lin has not engaged in any executive management of the Group. Taking into consideration of his independent scope of work in the past years, the Directors consider Dr. Lin to be independent under the Listing Rules despite the fact that he has served the Company for more than nine years.

Dr. Lin is a Member of the American Institute of Certified Public Accountants, the Chinese Institute of Certified Public Accountants and the Australian Institute of Certified Management Accountants with many years of experience in professional accounting and corporate management. Dr. Lin continues demonstrating a firm commitment to his role in the Board by giving objective views and impartial advice as well as exercising independent judgment.

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LETTER FROM THE BOARD

In accordance with the nomination policy of the Company, the Nomination Committee has reviewed the biography of Dr. Lin who will be subject to retirement and re-election at the Annual General Meeting, and taking into consideration his knowledge, experience and capability and also various diversity aspects as set out in the board diversity policy of the Company, the Nomination Committee has formed the view that with his perspectives, skills and experience, Dr. Lin will continue to contribute to the Board and maintain his independence notwithstanding he had served the Company for more than nine years. In addition, the Nomination Committee has also reviewed and will continue to review succession planning arrangement from time to time.

Accordingly, Dr. Lin shall be subject to retirement by rotation and re-election by way of a separate resolution to be approved by the Shareholders at the Annual General Meeting.

Details of the retiring Directors who are proposed to be re-elected at the Annual General Meeting are set out in Appendix II of this circular.

CLOSURE OF REGISTER OF MEMBERS

The Board has on 18 March 2021 announced its recommendation of a final dividend for the year ended 31 December 2020 of HK$0.35 per share payable to Shareholders on the register of members of the Company on Monday, 7 June 2021.

For the purpose of determining the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Monday, 24 May 2021 to Thursday, 27 May 2021, both days inclusive, during which no transfer of Shares will be registered. Shareholders are reminded that, in order to qualify for attendance of the Annual General Meeting, they must lodge completed transfer forms together with the certificates for the relevant Shares with the Registrar not later than 4:30 p.m. on Friday, 21 May 2021.

For the purpose of determining the entitlement to the proposed final dividend, the register of members of the Company will also be closed from Friday, 4 June 2021 to Monday, 7 June 2021, both days inclusive, during which no transfer of Shares will be registered. Shareholders are reminded that, in order to qualify for the proposed final dividend, they must lodge completed transfer forms together with the certificates for the relevant Shares with the Registrar not later than 4:30 p.m. on Thursday, 3 June 2021.

ANNUAL GENERAL MEETING

The notice of the Annual General Meeting of the Company is set out in pages 17 to 21 of this circular.

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LETTER FROM THE BOARD

VOTING BY WAY OF POLL

In accordance with Rule 13.39(4) of the Listing Rules, all the resolutions set out in the notice of the Annual General Meeting will be decided by way of a poll. The Company will announce the results of the poll on all resolutions voted at the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Directors consider that the proposed general mandates and re-election of the retiring Directors are in the interests of the Company and the Shareholders and accordingly recommend all Shareholders to vote in favour of the relevant resolutions set out in the notice of the Annual General Meeting.

Yours faithfully,

For and on behalf of the Board of

China Everbright Limited

Zhao Wei

Chairman

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APPENDIX I EXPLANATORY STATEMENT REQUIRED BY SHARE BUY-BACK RULES

This Appendix serves as an explanatory statement, as required by the Share Buy-back Rules, to provide requisite information to Shareholders for their consideration of the Buy-back Proposal which permits the buy-back of Shares representing up to a maximum of 10% of the fully paid issued Shares as at the date of passing of the Buy-back Resolution.

This Appendix also constitutes the memorandum of the terms of the Buy-back Proposal as required under Section 239(2) of the Companies Ordinance.

1. SHARE BUY-BACK RULES

The Share Buy-back Rules permit companies having their primary listing on the Stock Exchange to buy back their Shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

1. Shareholders' approval

The Share Buy-back Rules provide that all buy-backs of securities on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a specific approval in relation to specific transactions or by a general mandate to the directors of the company to make such buy-backs.

1. Source of funds

Buy-backs must be made out of funds which are legally available for the purpose and in accordance with the company's constitutional documents and the laws of the jurisdiction in which the company is incorporated or otherwise established.

1. Maximum number of shares to be bought back and subsequent issue

A maximum of 10% of the total number of the issued Shares as at the date of passing of the relevant resolution may be bought back on the Stock Exchange and a company may not, without the prior approval of the Stock Exchange, issue new shares or announce a proposed new issue of shares for a period of 30 days immediately following a share buy-back whether on the Stock Exchange or otherwise (other than an issue of shares pursuant to the exercise of warrants, share options or similar instruments requiring the company to issue shares, which were outstanding prior to the buy-backs).

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APPENDIX I EXPLANATORY STATEMENT REQUIRED BY SHARE BUY-BACK RULES

2. ISSUED SHARES

As at the Latest Practicable Date, the Company has issued 1,685,253,712 Shares.

Subject to the passing of the Buy-back Resolution and on the basis that no further Shares would be issued prior to the Annual General Meeting, the Company would be allowed under the Buy-back Resolution to buy back a maximum of 168,525,371 Shares (representing 10% of the total number of the issued Shares) as at the Latest Practicable Date.

3. REASONS FOR BUY-BACKS

The Directors believe that the Buy-back Proposal is in the best interests of the Company and its Shareholders. Such Buy-back may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share of the Company and will only be made when the Directors believe that such a buy-back will benefit the Company and its Shareholders.

4. FUNDING OF BUY-BACKS

Any buy-backs will only be funded out of funds of the Company legally available for such purpose in accordance with its Articles of Association and the Companies Ordinance. The Companies Ordinance provides that the payment in respect of Share Buy-back may only be paid from the distributable profits of the Company and/or the proceeds of a new issue of Shares made for the purpose of the buy-back to such extent permissible under the Companies Ordinance.

It is possible that, if the Buy-back Proposal were to be carried out in full at any time during the proposed buy-back period, there might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2020. However, the Directors do not propose to exercise the Buy-back Proposal to the extent as would, in the circumstances, have a material adverse effect on the working capital position or gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX I EXPLANATORY STATEMENT REQUIRED BY SHARE BUY-BACK RULES

5. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous 12 months before the Latest Practicable Date were as follows:

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make buy-backs pursuant to the Buy-back Resolution and in accordance with the Listing Rules, the applicable laws of Hong Kong and the regulations set out in the Articles of Association.

None of the Directors and, to the best of their knowledge and belief having made all reasonable enquiries, their close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company or Subsidiaries under the Buy-back Proposal if such proposal is approved by the Shareholders.

No core connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or Subsidiaries, or have undertaken not to do so, in the event that the Buy-back Proposal is approved by the Shareholders.

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APPENDIX I EXPLANATORY STATEMENT REQUIRED BY SHARE BUY-BACK RULES

7. TAKEOVERS CODE AND MINIMUM PUBLIC SHAREHOLDING

If on the exercise of the power to buy back Shares pursuant to the Buy-back Proposal, a Shareholder 's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purpose of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert 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.

As at the Latest Practicable Date, Central Huijin Investment Ltd. ("Huijin") is interested in 838,306,207 Shares representing approximately 49.74% of the issued Shares. In the event that the Directors exercise in full the power to buy back Shares pursuant to the Buy-back Proposal, then (if the present shareholdings remain the same), the shareholdings of Huijin will be increased to approximately 55.27% of the issued Shares.

Based on such shareholding and in the event the Directors exercised in full the power to buy back Shares pursuant to the Buy-back Proposal, an obligation to make a general offer by Huijin to Shareholders under Rule 26 of the Takeovers Code may arise. The Directors have no present intention to exercise the power to buy back Shares pursuant to the Buy-back Proposal to such an extent as to result in takeover obligations.

In the event that the Buy-back Proposal is exercised in full, the number of Shares held by the public would not fall below 25%.

8. BUY-BACKS MADE BY THE COMPANY

The Company had not bought back any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

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

DR. ZHAO WEI, aged 49, is the Chairman of the Board and an Executive Director. He is also the Chairman of the Executive Committee and a Member of Strategy Committee of the Board, the Chairman of the Management Decision Committee of the Group and a director of a number of Subsidiaries. He is responsible for the overall operation of the Group. Dr. Zhao is also the Chairman and an Executive Director of China Aircraft Leasing Group Holdings Limited (stock code: 1848.HK). Prior to joining the Group, Dr. Zhao was the Vice President and the Chief Financial Officer of China Reinsurance (Group) Corporation (stock code: 1508.HK) and a Director of Asian Reinsurance Corporation. Dr. Zhao used to serve in China Life Insurance (Group) Company and China Life Asset Management Company Limited, and also used to serve as the General Manager of China Life Asset Management (Hong Kong) Corporation Limited, the President of China Life Franklin Asset Management Co., Limited and the Vice President of New China Asset Management Corporation Limited. He also used to be the Vice Chairman and the General Manager of China Re Asset Management Company Ltd., the Chairman of China Re Asset Management (Hong Kong) Company Limited and the Chairman of China ReCapital Management Company Limited. Dr. Zhao was the Chairman of Everbright Jiabao Co., Ltd. (stock code: 600622.SH) from July 2019 to May 2020. He also served as a Non-executive Director of China Everbright Bank Company Limited (stock code: 601818.SH, 6818.HK) from February 2015 to July 2019 and Beijing Jingneng Clean Energy Co., Limited (stock code: 579.HK) from December 2016 to January 2019. Dr. Zhao obtained a Master 's degree in national economic planning and management from Jilin University and a Doctoral degree in finance from the Fiscal Science Research Institute of the Ministry of Finance (now known as Chinese Academy of Fiscal Sciences). He joined the Board in May 2019.

Save as disclosed above, Dr. Zhao (i) does not hold and has not held any other directorships in the last three years in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas; (ii) does not hold any other position in the Company or any of the Subsidiaries; and (iii) does not have any other relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Dr. Zhao had other interest of 417,134 Shares, which were held through an independently managed fund, of which he held certain non-voting, participating and redeemable shares, within the meaning of Part XV of the SFO. Dr. Zhao has entered into a service contract with the Company with no specific term and his directorship is subject to retirement by rotation and re-election at annual general meetings in accordance with the Articles of Association. There is no director 's emolument and salary for Dr. Zhao as an Executive Director. For his employment as senior management of the Group, Dr. Zhao received a salary and allowance of HK$3,480,000 and a discretionary bonus of HK$2,299,000 for the year of 2020, which were determined by the Remuneration Committee of the Board with reference to his duties and responsibilities, his performance, the performance of the Group and the market conditions.

Dr. Zhao has confirmed that save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election and no other information that should be disclosed pursuant to rule 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

MR. TANG CHI CHUN RICHARD, aged 59, is an Executive Director and the Chief Financial Officer of the Group. He is also a Member of the Executive Committee of the Board, a Member of the Management Decision Committee of the Group and a director or supervisor of a number of Subsidiaries. He has overall responsibility for the financial resources planning, allocation, control and reporting, with the focus for efficient and effective implementation of the Group's strategic and operation goals. Mr. Tang is a Non-executive Director of China Aircraft Leasing Group Holdings Limited (stock code: 1848.HK). He is also a Non-executive and Non-independent Director of Ying Li International Real Estate Limited (stock code: 5DM.SGX). He was a Director of Everbright Securities Company Limited (stock code: 601788.SH, 6178.HK) from February 2008 to January 2011. Mr. Tang is a Certified Public Accountant and is a graduate of the Accountancy Department, Hong Kong Polytechnic (now known as Hong Kong Polytechnic University). He is a Member of the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants. He is also a Founding Member of Hong Kong Business Accountants Association. He has over 30 years of experience in audit, investment, accounting and finance. Since 1990, Mr. Tang had been engaged as head of the financial and operational functions of various international financial institutions. He joined the Group in September 2005 and joined the Board in July 2007.

Save as disclosed above, Mr. Tang (i) does not hold and has not held any other directorships in the last three years in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas; (ii) does not hold any other position in the Company or any of the Subsidiaries; and (iii) does not have any other relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Tang had personal interest of 719,000 Shares and other interest of 208,567 Shares, which were held through an independently managed fund, of which he held certain non-voting, participating and redeemable shares, within the meaning of Part XV of the SFO. Mr. Tang has entered into a service contract with the Company with no specific term and his directorship is subject to retirement by rotation and re-election at annual general meetings in accordance with the Articles of Association. There is no director 's emolument and salary for Mr. Tang as an Executive Director. For his employment as senior management of the Group, Mr. Tang received a salary and allowance of HK$2,450,000 and a discretionary bonus of HK$2,341,000 for the year 2020, which were determined by the Remuneration Committee of the Board with reference to his duties and responsibilities, his performance, the performance of the Group and the market conditions.

Mr. Tang has confirmed that save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election and no other information that should be disclosed pursuant to rule 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

DR. LIN ZHIJUN, aged 66, is an Independent Non-executive Director and the Chairman of the Nomination Committee and Remuneration Committee of the Board. He is also a Member of the Audit and Risk Management Committee and Strategy Committee of the Board. Dr. Lin is the Vice President of Macau University of Science and Technology. During August 1998 to December 2014, he was a Professor and Head of the Department of Accountancy and Law in Hong Kong Baptist University. He is also an Independent Non-executive Director of Sinotruk (Hong Kong) Limited (stock code: 3808.HK), Dali Foods Group Company Limited (stock code: 3799.HK), CITIC Dameng Holdings Limited (stock code: 1091.HK) and BOCOM International Holdings Company Limited (stock code: 3329.HK), all of which are listed on the Stock Exchange. Dr. Lin was an Independent Non-Executive Director of SpringLand International Limited (stock code: 1700.HK) from February 2008 to March 2020. Dr. Lin holds a Master 's degree in Science in Accounting from University of Saskatchewan in Canada and a Doctoral degree in Economics (Accounting) from Xiamen University. Dr. Lin worked as a Visiting Professor in The University of Hong Kong and Tenured Professor in the Faculty of Management of Lethbridge University in Canada. He worked at the Toronto office of an international accounting firm (now known as "Deloitte") in 1982-1983. Dr. Lin is also a Member of the American Institute of Certified Public Accountants, the Chinese Institute of Certified Public Accountants and the Australian Institute of Certified Management Accountants. He is a Member of various educational accounting associations. Dr. Lin is also an author of a series of professional articles and books. Dr. Lin joined the Board in September 2005.

Save as disclosed above, Dr. Lin (i) does not hold and has not held any other directorships in the last three years in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas; and (ii) does not hold any other position in the Company or any of the Subsidiaries.

Dr. Lin has given his annual written confirmation of independence to the Company and the Nomination Committee had assessed and reviewed it based on the independence criteria as set out in rule 3.13 of the Listing Rules. He does not have any other relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company, and has not engaged in any executive management of the Group. The Board is also not aware of any circumstance that might influence Dr. Lin in exercising independent judgment, and is satisfied that he has the required character, integrity, independence, experience and professional knowledge to fulfill the role of an Independent Non-executive Director and he will be able to maintain an independent view of the Group's affairs. The Board considers him to be independent.

The Board is of the view that Dr. Lin is beneficial to the Board with diversity of his comprehensive experience and knowledge in accounting and corporate management that contributes to invaluable expertise, continuity and stability to the Board, and the Company has benefited greatly from his contribution and valuable insights derived from his in-depth knowledge of the Company. The Board believes that he will continue to contribute effectively to the Board.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

As at the Latest Practicable Date, Dr. Lin did not have any interest in Shares within the meaning of Part XV of the SFO. There is a letter of appointment between the Company and Dr. Lin stating that the term of his office is from 23 May 2019 to the Annual General Meeting. Dr. Lin is subject to retirement by rotation and re-election at annual general meetings in accordance with the Articles of Association. There is no agreement in respect of the director 's remuneration of Dr. Lin and his director 's remuneration is determined by the Board with reference to the market conditions. Currently, as an Independent Non-executive Director, Dr. Lin is entitled to a director 's fee of HK$200,000 per annum and a basic allowance of HK$100,000 per annum. Moreover, he is entitled to a meeting allowance of HK$12,000 for each Board meeting, HK$7,000 for each Nomination Committee's meeting, Remuneration Committee's meeting and Strategy Committee's meeting and HK$16,000 for each Audit and Risk Management Committee's meeting.

Dr. Lin has confirmed that save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election and no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

In the opinion of the Directors, other than the aforesaid matters, there are no other matters which need to be brought to the attention of the Shareholders in relation to the re-election of the above retiring Directors.

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NOTICE OF ANNUAL GENERAL MEETING

CHINA EVERBRIGHT LIMITED

中國光大控股有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 165)

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please refer to page 1 of this circular for the measures to be implemented at the Annual General Meeting by the Company to safeguard the health and safety of the attendees and to prevent the spreading of the Novel Coronavirus ("COVID-19") pandemic, including:

1. compulsory body temperature check
2. compulsory wearing of surgical face mask
3. limitation on the number of attendees at the Annual General Meeting as permitted by law
4. no corporate gifts will be distributed and no refreshments or drinks will be served

Attendees who do not comply with the precautionary measures (1) and (2) above may be denied entry into the Annual General Meeting venue, at the absolute discretion of the Company as permitted by law. The Company wishes to advise the Shareholders that you may appoint the Chairman of the meeting as your proxy to vote on the relevant resolutions at the Annual General Meeting as an alternative to attend the Annual General Meeting in person.

NOTICE IS HEREBY GIVEN that an Annual General Meeting of China Everbright Limited (the "Company") will be held at 38th Floor, Everbright Centre, 108 Gloucester Road, Wan Chai, Hong Kong on Thursday, 27 May 2021 at 10:00 a.m. for the following purposes:

1. To receive and consider the Audited Financial Statements, Directors' Report and Independent Auditor 's Report for the year ended 31 December 2020.
2. To declare a final dividend of HK$0.35 per share for the year ended 31 December 2020.

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NOTICE OF ANNUAL GENERAL MEETING

1. (a) To re-elect Dr. Zhao Wei as an executive director.
2. 1. To re-elect Mr. Tang Chi Chun Richard as an executive director.
   2. To re-elect Dr. Lin Zhijun (who has served as an independent non-executive director for more than 9 years) as an independent non-executive director.
   3. To authorise the board of directors of the Company to fix the remuneration of the directors for the year ending 31 December 2021.
3. To re-appoint Ernst & Young as auditors and to authorise the board of directors of the Company to fix their remuneration.

As special business, to consider and, if thought fit, to pass with or without amendments, the following resolutions as ordinary resolutions:

5. "THAT:

1. subject to paragraph (c) of this resolution, the exercise by the directors of the Company ("Directors") during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with new shares of the Company ("Shares") and securities convertible into such Shares or warrants or similar rights to subscribe for any Shares and to make or grant offers, agreements and options which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) of this resolution shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;
3. the aggregate number of new Shares allotted and issued or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to
4. 1. a Rights Issue (as hereinafter defined); or (ii) an issue of Shares as scrip dividends pursuant to the articles of association of the Company from time to time, shall not exceed 20% of the total number of the issued Shares as at the date of passing of this resolution, provided that if any subsequent consolidation or subdivision of Shares is effected, the maximum number of Shares that may be issued pursuant to the approval in paragraph (a) above as a percentage of the total number of issued Shares immediately before and after such consolidation or subdivision shall be the same and such maximum number of Shares shall be adjusted accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

1. for the purpose of this resolution:
   "Relevant Period" means the period from the date of 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 the articles of association of the Company or any applicable law to be held; and
   3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting; and

"Rights Issue" means an offer of Shares open for a period fixed by the Directors to the holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (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 any recognised regulatory body or any stock exchange in any territory applicable to the Company)."

6. "THAT:

1. subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back Shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

1. the aggregate number of Shares to be bought back by the Company pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the total number of the issued Shares as at the date of passing of this resolution, provided that if any subsequent consolidation or subdivision of Shares is effected, the maximum number of Shares that may be bought back pursuant to the approval in paragraph (a) above as a percentage of the total number of issued Shares immediately before and after such consolidation or subdivision shall be the same and such maximum number of Shares adjusted accordingly; and
2. for the purpose of this resolution:
   "Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:
3. 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 the articles of association of the Company or any applicable law to be held; and
   3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting."

7. "THAT:

subject to the passing of the resolutions set out in items 5 and 6 in the notice convening this meeting, the general mandate granted to the Directors of the Company to exercise the powers of the Company to allot, issue and deal with new Shares pursuant to the resolution set out in item 5 in the notice convening this meeting be and is hereby extended by the addition thereto of a number representing the aggregate number of Shares bought back by the Company under the authority granted pursuant to resolution set out in item 6 in the notice convening this meeting."

By Order of the Board

China Everbright Limited

Chan Ming Kin Desmond

Company Secretary

Hong Kong, 9 April 2021

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any member entitled to attend and vote at the above meeting is entitled to appoint proxy to attend and speak and, on a poll, to vote instead of him. A proxy need not be a member of the Company.
2. In order to be valid, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be deposited at the registered office of the Company not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
3. For the purpose of determining the entitlement to attend and vote at the annual general meeting, the register of members of the Company will be closed from Monday, 24 May 2021 to Thursday, 27 May 2021, both days inclusive, during which no transfer of Shares will be registered. Shareholders are reminded that, in order to qualify for attendance of the annual general meeting, they must lodge completed transfer forms together with the certificates for the relevant Shares with the share registrar, Tricor Secretaries Limited (the "Registrar") of Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Friday, 21 May 2021.
4. For the purpose of determining the entitlement to the proposed final dividend, the register of members of the Company will also be closed from Friday, 4 June 2021 to Monday, 7 June 2021, both days inclusive, during which no transfer of Shares will be registered. Shareholders are reminded that, in order to qualify for the proposed final dividend, they must lodge completed transfer forms together with the certificates for the relevant Shares with the Registrar of Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Thursday, 3 June 2021.
5. In the case of joint holders of Share(s), if more than one of such joint holders are present at the meeting personally or by proxy, then one of the said persons so present whose name stands first on the register of members of the Company in respect of the joint holding shall alone be entitled to vote in respect thereof.
6. In relation to re-election of directors in item 3, the biographical details of the retiring directors standing for re-election at the meeting are disclosed in Appendix II of the circular dated 9 April 2021 to be despatched to members of the Company.
7. In case the annual general meeting is anticipated to be affected by bad weather with a black rainstorm warning signal or a tropical cyclone warning signal no. 8 or above, please visit the website of Hong Kong Exchanges and Clearing Limited (https://www.hkexnews.hk) and the Company's website (https://www.everbright.com) for announcement on bad weather arrangements for the annual general meeting.

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