Comtec Solar Systems Group Limited — Capital/Financing Update 2017

May 2, 2017

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

卡姆丹克太陽能系統集團有限公司 Comtec Solar Systems Group Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 712)

ANNOUNCEMENT GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 17.06A of the Rules (the ‘‘Listing Rules’’) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’).

The board (the ‘‘Board’’) of directors (the ‘‘Directors’’) of Comtec Solar Systems Group Limited (the ‘‘Company’’) hereby announces that on 2 May 2017 (the ‘‘Date of Grant’’), 32,400,000 share options (the ‘‘Share Options’’) to subscribe for the ordinary shares of HK$0.001 each in the share capital of the Company (the ‘‘Shares’’) were granted, subject to acceptance of the grantees (the ‘‘Grantees’’), under the share option scheme adopted by the Company on 2 October 2009.

The details of the Share Options granted are as follows:

Each Share Option shall entitle the holder of the Share Option to subscribe for one Share upon exercise of such Share Option at an exercise price of HK$0.335 per Share, which represents the highest of (1) the nominal value of a Share; (2) the closing price of HK$0.335 per Share as stated in the daily quotation sheets issued by the Stock Exchange on the Date of Grant; and (3) the average closing price of HK$0.306 per Share as stated in the daily quotation sheets issued by the Stock Exchange for the five business days immediately preceding the Date of Grant.

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The Share Options granted shall vest in the proposed Grantees in accordance with the timetable below, each with an exercise period commencing from the relevant Vesting Date and ending 10 years after the Date of Grant (for this purpose, the date or each such date on which the Share Options are to vest being hereinafter referred to as a ‘‘Vesting Date’’):

The 22,000,000 Share Options (including the Share Options granted to the Directors) shall be subject to a vesting period as followings:

• Vesting Date Percentage of Share Options to vest 2 August 2017 12.5% of the total number of Share Options granted 2 November 2017 12.5% of the total number of Share Options granted 2 February 2018 12.5% of the total number of Share Options granted 2 May 2018 12.5% of the total number of Share Options granted 2 August 2018 12.5% of the total number of Share Options granted 2 November 2018 12.5% of the total number of Share Options granted 2 February 2019 12.5% of the total number of Share Options granted 2 May 2019 12.5% of the total number of Share Options granted The remaining 10,400,000 Share Options shall be subject to a vesting period as followings: Vesting Date Percentage of Share Options to vest

• 2 May 2017 50% of the total number of Share Options granted 2 August 2017 12.5% of the total number of Share Options granted 2 November 2017 12.5% of the total number of Share Options granted 2 February 2018 12.5% of the total number of Share Options granted 2 May 2018 12.5% of the total number of Share Options granted

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Among the 32,400,000 Share Options, 3,800,000 Share Options were granted to the Directors of the Company with details as follows:

		Number of
		Share Options
Names	Positions	granted
Mr. Zhang Zhen	Executive Director and chief executive officer	1,500,000
Mr. Chau Kwok Keung	Executive Director	1,500,000
Mr. Wang Yixin	Non-executive Director	200,000
Mr. Leung Ming Shu	Independent non-executive Director	200,000
Mr. Kang Sun	Independent non-executive Director	200,000
Mr. Xu Erming	Independent non-executive Director	200,000

The grant of the Share Options to the Directors has been approved by the independent nonexecutive Directors according to Rule 17.04(1) of the Listing Rules. The Grantee who is a Director has abstained from voting so far as the resolution for the approval of the grant of the Share Options to him was concerned. Save as disclosed in this announcement, none of the Grantees is a Director, chief executive or substantial shareholder of the Company, or their respective associates (as defined in the Listing Rules).

By Order of the Board Comtec Solar Systems Group Limited John Yi ZHANG Chairman

Shanghai, the People’s Republic of China, 2 May 2017

As at the date of this announcement, the executive Directors are Mr. John Yi Zhang, Mr. Zhang Zhen and Mr. Chau Kwok Keung, the non-executive Director is Mr. Wang Yixin, and the independent non-executive Directors are Mr. Leung Ming Shu, Mr. Kang Sun and Mr. Xu Erming.

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