Comtec Solar Systems Group Limited — Proxy Solicitation & Information Statement 2016

Feb 11, 2016

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

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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting of Comtec Solar Systems Group Limited (the ‘‘Company’’) will be held at 5/F, BOC Group Life Assurance Tower, 136 Des Voeux Road Central, Hong Kong at 10:00 a.m. on 26 February 2016 to consider and, if thought fit, passing, with or without modifications, the following ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. ‘‘THAT

   • (a) the subscription agreement entered into between the Company and Guolian Financial Holding Group Co., Limited (‘‘GF Holding’’) dated 11 January 2016 (‘‘GF Holding Subscription Agreement’’), pursuant to which the Company has conditionally agreed to issue and GF Holding has conditionally agreed to subscribe for 672,900,231 ordinary shares of HK$0.001 each in the share capital of the Company (‘‘Subscription Shares’’, and each a ‘‘Subscription Share’’) at the subscription price of HK$0.66 per Subscription Share, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

   • (b) the directors of the Company (the ‘‘Directors’’) be and are hereby granted a specific mandate (‘‘Specific Mandate’’) to exercise the powers of the Company to allot and issue the 672,900,231 Subscription Shares to GF Holding in accordance with the terms and conditions of the GF Holding Subscription Agreement, where such Subscription Shares shall rank equally in all respects among themselves and with all fully paid ordinary shares of the Company in issue as at the date of allotment and issue and the Specific Mandate is in addition to, and shall not prejudice nor revoke, any general or specific mandate(s) which has/have been granted or may from time to time be granted to the Directors prior to the passing of this resolution; and

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• (c) any one Director be and is hereby authorised to do all such things and acts as he may in his discretion consider as necessary, appropriate, expedient or desirable for the purpose of or in connection with the implementation of the GF Holding Subscription Agreement and the transactions contemplated thereunder, including but not limited to the execution of all such documents under seal where applicable, as he considers necessary or expedient in his opinion to implement and/or give effect to the allotment and issue of Subscription Shares, provided that all such things and acts shall be limited to administrative nature and ancillary to the implementation of the GF Holding Subscription Agreement.’’

1. ‘‘THAT

   • (a) the subscription agreement entered into between the Company and Mr. Li Wanbin (李萬斌) (‘‘Mr. Li’’) dated 11 January 2016 (‘‘Li Subscription Agreement’’), pursuant to which the Company has conditionally agreed to issue and Mr. Li (or a company wholly-owned and designated by Mr. Li) has conditionally agreed to subscribe for 255,238,019 Subscription Shares at the subscription price of HK$0.66 per Subscription Share, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

   • (b) the Directors be and are hereby granted a Specific Mandate to exercise the powers of the Company to allot and issue the 255,238,019 Subscription Shares to Mr. Li (or a company wholly-owned and designated by Mr. Li) in accordance with the terms and conditions of the Li Subscription Agreement, where such Subscription Shares shall rank equally in all respects among themselves and with all fully paid ordinary shares of the Company in issue as at the date of allotment and issue and the Specific Mandate is in addition to, and shall not prejudice nor revoke, any general or specific mandate(s) which has/have been granted or may from time to time be granted to the Directors prior to the passing of this resolution; and

   • (c) any one Director be and is hereby authorised to do all such things and acts as he may in his discretion consider as necessary, appropriate, expedient or desirable for the purpose of or in connection with the implementation of the Li Subscription Agreement and the transactions contemplated thereunder, including but not limited to the execution of all such documents under seal where applicable, as he considers necessary or expedient in his opinion to implement and/or give effect to the allotment and issue of Subscription Shares, provided that all such things and acts shall be limited to administrative nature and ancillary to the implementation of the Li Subscription Agreement.’’

By Order of the Board

Comtec Solar Systems Group Limited John ZHANG Chairman

Hong Kong, 11 February 2016

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As at the date of this notice, the directors of the Company are Mr. John ZHANG, Mr. CHAU Kwok Keung and Mr. SHI Cheng Qi as executive directors, Mr. Donald HUANG as non-executive director, and Mr. Daniel DeWitt MARTIN, Mr. Kang SUN and Mr. LEUNG Ming Shu as independent non-executive directors.

Registered office:

Cricket Square, Hutchins Drive PO Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in Hong Kong: Suite 28

35/F Central Plaza 18 Harbour Road Wanchai Hong Kong

Notes:

1. Any member entitled to attend and vote at the above meeting is entitled to appoint one or, if he is the holder of two or more shares, one or more proxies to attend and, on a poll, vote in his stead. A proxy need not be a member of the Company.

2. In order to be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the offices of the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the commencement of the above meeting or any adjournment thereof.

3. The transfer books and register of members of the Company will be closed from Wednesday, 24 February 2016 to Friday, 26 February 2016, both days inclusive, for the purpose of determining shareholders’ entitlements to attend and vote at the extraordinary general meeting. In order to qualify for the right to attend and vote at the meeting, all transfers, accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Tuesday, 23 February 2016.

4. In the case of joint holders of a share, 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 any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

5. Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

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