Green Energy Group Limited — Capital/Financing Update 2016

May 24, 2016

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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any shares in the Company.

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GREEN ENERGY GROUP LIMITED 綠色能源科技集團有限公司[*]

(incorporated in Bermuda with limited liability)

(Stock Code: 979)

DISCLOSEABLE AND SHARE TRANSACTION: ACQUISITION OF PROPERTY, POSSIBLE ACQUISITION OF CERTAIN EQUIPMENT, AND WASTE CLEARANCE ON THE PROPERTY INVOLVING ISSUE OF SHARES UNDER GENERAL MANDATE

PROPERTY AGREEMENT

The Board is pleased to announce that on 23 May 2016 (after trading hours), the Vendor and the Purchaser entered into the Property Agreement pursuant to which, on and subject to the terms and conditions therein, the Vendor agreed to sell, and the Purchaser agreed to purchase, the Property together with all existing buildings and structures thereon (but excluding all Machineries located thereon) on an “as is” basis for the sum of EUR400,000 (equivalent to HK$3.5 million) free from encumbrances, but subject to the burden of the existing Scrap Materials at the Property.

The Acquisition Consideration of EUR400,000 (equivalent to HK$3.5 million) will be satisfied by payment of cash and to be funded by the net proceeds from the placing of convertible redeemable bonds by the Company on 22 April 2015.

WASTE CLEARANCE AGREEMENT

On the same day, the Vendor, Upframe and the Purchaser entered into the Waste Clearance Agreement pursuant to which, on and subject to the terms and conditions therein, Upframe undertook to remove and clear all existing Scrap Materials present at the Property.

* for identification purpose only

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The Waste Clearance Consideration of HK$6.39 million will be satisfied by the Purchaser as to (i) EUR250,000 (equivalent to HK$2.19 million) by way of cash as deposit (which is refundable if certain conditions are not fulfilled) and (ii) the remaining balance of HK$4.2 million by procuring the Company to issue 15,000,000 Consideration Shares, credited as fully paid, at an issue price of HK$0.28 per Consideration Share to Upframe (or its Nominee). Among the 15 million Consideration Shares, 7.5 million Consideration Shares (i.e. 50% of the total number of the Consideration Shares) are subject to a three-month’s lock-up period.

The Consideration Shares, which will be issued under the General Mandate, represent (i) approximately 2.25% of the total issued share capital of the Company as at the date of this announcement; and (ii) approximately 2.20% of the total issued share capital of the Company as enlarged by the issue of the Consideration Shares.

POSSIBLE ACQUISITION OF MACHINERIES AT THE PROPERTY

There are certain Machineries located at the Property for the operation of plastic and rubber recycling business. Part of such Machineries are owned by the Vendor and the remaining are owned by Kolthoff GmbH, which commenced its liquidation on 1 November 2014. As of the date of this announcement, the Group is still in the process of negotiating with the Vendor and the liquidator of Kolthoff GmbH for the possible purchase of such Machineries that are required for the conduct of the Plastics Recycling Business on the Property. As of the date of this announcement, the Group did not have any finalised and definitive letter of intent, understanding, commitment or agreement (legally binding or otherwise) with respect to any purchase or acquisition of any of such Machineries. The maximum amount of the purchase price which the Group proposes to offer for the acquisition of such Machineries is EUR300,000 (equivalent to approximately HK$2.63 million). Further announcement(s) in relation to the purchase of any of such Machineries (if materialized) will be made by the Company as and when appropriate in compliance with the Listing Rules.

IMPLICATIONS UNDER THE LISTING RULES

As some of the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Acquisition and the Waste Clearance, in aggregate, are more than 5% but less than 25%, the Acquisition and the Waste Clearance together constitute a discloseable and share transaction for the Company under the Listing Rules and is subject to the notification and announcement requirements set out in Chapter 14 of the Listing Rules.

The conditions precedent to completion of both of the Property Agreement and the Waste Clearance Agreement may or may not be fulfilled or waived in accordance with the terms of the respective agreements. Accordingly, completion of both of the Property Agreement and the Waste Clearance Agreement may or may not take place. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

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INTRODUCTION

As disclosed in the Company’s annual report for the year ended 31 December 2015, in December 2015, the Group was in negotiation with third parties for the acquisition of a parcel of land in Germany with a view to undertaking a plastics and rubber recycling and management business. For this purpose, in December 2015, the Group deposited a refundable sum of EUR600,000 (equivalent to HK$5.25 million) (“ Escrow Money ”) into a trust account maintained by a German lawyer (“ Escrow Agent ”) in connection with the proposed acquisition of the plastics and rubber recycling business in Germany. In May 2016, at the instruction of the Group, the Escrow Agent returned the entire amount of the Escrow Money to the Group without interest.

The Board is pleased to announce that on 23 May 2016 (after trading hours), the Vendor and the Purchaser entered into the Property Agreement pursuant to which, on and subject to the terms and conditions therein, the Vendor agreed to sell, and the Purchaser agreed to purchase, the Property together with all existing buildings and structures thereon (but excluding all Machineries located thereon) on an “as is” basis for the sum of EUR400,000 free from encumbrances but subject to the burden of the existing Scrap Materials at the Property.

On the same day, the Vendor, Upframe and the Purchaser entered into the Waste Clearance Agreement pursuant to which, on and subject to the terms and conditions therein, Upframe undertook to remove and clear all existing Scrap Materials present at the Property.

Principal terms of the Property Agreement and the Waste Clearance Agreement are set out below.

PRINCIPAL TERMS OF THE PROPERTY AGREEMENT

Date:

23 May 2016 (after trading hours)

Parties:

• (1) The Vendor; and

• (2) the Purchaser

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Vendor is an Independent Third Party.

Acquisition of the Property

On or subject to the terms and conditions contained in the Property Agreement, the Vendor agreed to sell, and the Purchaser agreed to purchase, the Property together with all existing buildings and structures thereon (but excluding all Machineries located thereon) on an “as is” basis free from encumbrances, but subject to the burden of the existing Scrap Materials at the Property.

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The Vendor is, immediately prior to completion of the Property Agreement, the sole legal and beneficial owner of the Property together the buildings and structures erected thereon, subject to three existing land charges (“ Land Charges ”) in favour of a chargee (“ Chargee ”) which is an Independent Third Party. The Land Charges will be released and discharged upon completion of the Property agreement. The Chargee agreed to release all Land Charges upon receipt of the Acquisition Consideration.

The Property is subject to certain concession agreements with Independent Third Parties which allow such Independent Third Parties to install and place solar panels and equipment on the roof areas of the buildings and structures erected on the Property at an aggregate monthly concessionary fee of EUR550 (equivalent to approximately HK$4,813). All such concession agreements, which will expire in or about September 2030 and are renewable up to September 2040 at a revised concessionary fee, will be transferred to the Purchaser after completion of the Property Agreement at no further consideration.

For the two years ended 31 December 2015, the total annual concessionary fees generated from the Property was EUR6,600 (equivalent to approximately HK$57,750) and EUR6,600 (equivalent to approximately HK$57,750) respectively.

Other than the concessionary fee generated from the concession agreements, no income or profits was generated from the Property in the two financial years immediately preceding the date of the Property Agreement.

Acquisition Consideration

The total Acquisition Consideration is EUR400,000 (equivalent to HK$3.5 million) which is payable by payment of cash and to be funded by the net proceeds arising from the issue of convertible redeemable bonds by the Company on 22 April 2015. For details, please refer the Company’s announcements dated 1 April and 22 April 2015 respectively.

The Acquisition Consideration shall be due for payment within 10 days after the satisfaction of the conditions precedent to the completion of the Property Agreement as set out in the paragraph below.

Conditions Precedent to completion of the Property Agreement

Completion of the Property Agreement is conditional upon:

• (A) a priority notice having been entered in the relevant Land Register in Germany to secure the claim of the Purchaser to be transferred with the ownership of the Property;

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• (B) the competent city or municipal administration in Germany having confirmed that a statutory right of pre-emption over the Property either does not exist or that it will not be exercised;

• (C) the cancellation documents for the encumbrances on the Property not assumed by the Purchaser having been received either without any conditions or with the proviso that these cancellation documents may only be used, cancelled or revoked in return for payment of a sum which, in total, does not exceed the agreed amounted of the Acquisition Consideration; and

• (D) the application for withdrawal made by the Chargee for an order for compulsory auction of the Property having been received by the Purchaser.

On completion of the Property Agreement, the entire amount of the Acquisition Consideration will be paid directly to the Chargee as instructed and directed by the Vendor in full and final settlement the Acquisition Consideration.

If the Purchaser fails to pay the Acquisition Consideration when it becomes due, a statutory default interest shall accrue from the due date of payment until the date of full repayment at the rate of 5% above the basic interest rate announced by the Deutsche Bundesbank from time to time per annum.

Completion shall take place upon full payment of the Acquisition Consideration whereupon exclusive and unencumbered possession and legal and beneficial ownership of the Property shall be passed and transferred to the Purchaser, subject however to the existing concession agreements as mentioned above.

Principal Undertakings given by the Vendor

The Vendor shall be obliged to procure unimpeded possession and unencumbered ownership of the Property for the Purchaser.

The Vendor shall also keep the buildings on the Property properly insured against damage by fire until the transfer of ownership of the Property to the Purchaser having become effective.

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PRINCIPAL TERMS OF THE WASTE CLEARANCE AGREEMENT

Date:

23 May 2016 (after trading hours)

Parties:

• (1) The Vendor;

• (2) Upframe, a company incorporated in the BVI with limited liability, which is wholly-owned by the Vendor and is principally engaged in investment holding; and

• (3) the Purchaser.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Upframe and its ultimate beneficial owner (i.e. the Vendor) are Independent Third Parties.

Clearance of Scrap Materials

On and subject to the terms and conditions contained in the Waste Clearance Agreement, Upframe undertook to remove and dispose of, at its own cost and on or before 30 September 2016 (or such longer period as the parties may agree), all existing Scrap Materials that were present at the Property as at the date of the Waste Clearance Agreement and to produce to the Purchaser a certificate issued by competent authorities in Germany as to their proper removal and/or disposal.

Waste Clearance Consideration

The total Waste Clearance Consideration is HK$6.39 million, payable by the Purchaser to Upframe in the following manner:

• (a) a refundable cash sum of EUR250,000 (equivalent to HK$2.19 million) shall be paid within seven days upon fulfillment of Condition Precedent (A) as specified in the paragraph headed “Conditions Precedent to completion of the Waste Clearance Agreement” below; and

• (b) subject to the listing of and permission to deal in the Consideration Shares having been granted or agreed to be granted by the Stock Exchange within 30 days from the date of fulfillment of all Conditions Precedent as specified in the paragraph headed “Conditions Precedent to completion of the Waste Clearance Agreement” below, the remaining balance of the Waste Clearance Consideration shall be settled by the Purchaser procuring the Company to allot and issue the Consideration Shares, credited as fully paid, at an issue price of HK$0.28 per Consideration Share to Upframe (or such party as may be nominated by Upframe to take up the Consideration Shares (“ Nominee ”)) within 30 days from the date of

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fulfillment of Condition Precedent (B) as specified in the paragraph headed “Conditions Precedent to completion of the Waste Clearance Agreement” below. The aggregate subscription price of the Consideration Shares as part of the Waste Clearance Consideration amounted to HK$4.2 million.

If the Conditions Precedent are not fulfilled or waived (to the extent they are capable of being waived) at or before 5:00 p.m. on the Long Stop Date, the Purchaser shall be entitled to rescind the Waste Clearance Agreement and Upframe shall refund and the Vendor shall procure Upframe to refund the sum of EUR250,000 paid by the Purchaser under paragraph (a) above within seven days after the service by the Purchaser of a notice of rescission, failing which, interest on the sum of EUR250,000 shall accrue from the due date of payment until the date of full repayment at the rate of 5% per annum.

As soon as reasonably practicable upon the execution of the Waste Clearance Agreement, the Purchaser shall procure and cause the Company to make an application to the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares.

If for any reason the listing of, and permission to deal in, the Consideration Shares shall not have been granted or agreed to be granted by the Stock Exchange within 30 days from the date of fulfillment of Conditions Precedent (B) as specified in the paragraph headed “Conditions Precedent to completion of the Waste Clearance Agreement” below, the remaining balance of the Waste Clearance Consideration under paragraph (b) above shall be settled by the Purchaser by making a cash payment of HK$4,200,000 (or its equivalent in EUR at the exchange rate prevailing at the time of payment or transfer) to Upframe (or as Upframe may direct) within 14 days from the date of the expiry of such 30-day period mentioned above.

Lock-up Undertakings

Each of the Vendor and Upframe irrevocably undertook to the Purchaser (for itself and as trustee for the benefit of the Company) that within a period of three months (“ Moratorium Period ”) commencing from the date of the issue of the Consideration Shares, (a) neither Upframe nor the relevant Nominee will dispose of in aggregate more than 7.5 million Consideration Shares (i.e. 50% of the total number of the Consideration Shares) having a par value of HK$0.1 each owned or controlled by it or its associates (as defined in the Listing Rules) and (b) the Vendor shall not dispose of any interest in any shares in any company controlled by him which is the beneficial owner of any of the Consideration Shares. In the event of any disposal of any Consideration Shares at any time during or after expiry of the Moratorium Period, all reasonable steps shall be taken by the Vendor and Upframe to ensure that such disposal will not create or result in a disorderly or false market of the Shares.

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Conditions Precedent to completion of the Waste Clearance Agreement

The Waste Clearance Agreement and the obligations of the Purchaser thereunder are conditional upon the following conditions precedent (“ Conditions Precedent ”):

• (A) the Property Agreement having been duly completed and the Vendor having provided all documentary evidence to the satisfaction of the Purchaser showing that the Purchaser has become the sole legal and beneficial owner of, and has a good title to the Property free from encumbrances;

• (B) the receipt by the Purchaser of satisfactory documentary evidence to be provided by the Vendor and/or Upframe as to full performance of and compliance with its undertakings to remove and dispose of the Scrap Materials in accordance with the terms set out under the paragraph headed “Clearance of Scrap Materials” above; and

• (C) the Purchaser having been satisfied, from the date of the Waste Clearance Agreement and at any time prior to any payment of the Waste Clearance Consideration, that the representations, warranties and undertakings given by the Vendor and/or Upframe remain true, accurate and not misleading and (as the case may be) duly performed and that no events have occurred that would result in any breach of any of such representations, warranties and undertakings or other provisions of the Waste Clearance Agreement given by the Vendor and/or Upframe.

The Purchaser may waive the Condition Precedent (C) at any time before the Long Stop Date by notice in writing to Upframe and/or the Vendor.

Warranties and Undertakings given by the Vendor

Pursuant to the Waste Clearance Agreement, in consideration of the Purchaser agreeing, at the request of the Vendor, to enter into the Waste Clearance Agreement with Upframe, the Vendor irrevocably and unconditionally guaranteed to and in favour of the Purchaser the due and punctual performance and observance of and compliance with all covenants, agreements, conditions and provisions expressed or implied on the part of Upframe to be performed, observed or complied with under the Waste Clearance Agreement.

The Vendor also irrevocably and unconditionally undertook to and in favour of the Purchaser that if for any reason Upframe does not perform, observe or comply with any of the covenants, agreements, conditions and provisions expressed or implied on the part of Upframe to be performed, observed or complied with under the Waste Clearance Agreement, the Vendor will, unconditionally and irrevocably, forthwith upon demand, indemnify the Purchaser against all losses, damages, costs and expenses that may be incurred by the Purchaser by reason of any default on the part of Upframe.

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BASIS FOR DETERMINATION OF THE ACQUISITION CONSIDERATION AND WASTE CLEARANCE CONSIDERATION

The Acquisition Consideration and Waste Clearance Consideration were determined after arm’s length negotiation between the Vendor and the Purchaser on normal commercial terms with reference to (i) an independent valuation report dated 26 April 2016 (which was commissioned by the Purchaser) on the Property together with the buildings and structures erected thereon, which was rendered by a German independent and qualified valuer, whose opinion was that the market value of the Property together with the buildings and structures erected thereon was EUR1.38 million (equivalent to approximately HK$12.08 million) on the basis that the Property were free and clear of all Scrap Materials (“ Independent Valuation ”) and (ii) the development prospects of the Plastics Recycling Business in Europe that the Group will engage after completion of the Property Agreement and the Waste Clearance Agreement.

INFORMATION ABOUT THE GROUP

The Group is principally engaged in the trading of (i) bio-cleaning materials; (ii) waste construction materials and provision of waste processing services; and (iii) renewable energy.

REASONS FOR AND BENEFITS OF THE ACQUISITION AND WASTE CLEARANCE

The Property together with the buildings and structures erected thereon are designed for industrial purposes. Upon and subject to the completion of the Property Agreement and the Waste Clearance Agreement, the Company intends to use the Property together with the buildings and structures erected thereon in connection with the Plastics Recycling Business. The Directors believe that the Plastics Recycling Business is expected to contribute positively to the future growth of the Group and to bring synergy effect with the existing businesses of the Group.

The Property and the buildings and structures erected thereon were previously occupied by Kolthoff GmbH for the purpose of carrying on a plastic and rubber recycling business prior to the commencement of its liquidation on 1 November 2014. At the time when Kolthoff GmbH commenced its liquidation and as at the date of the Waste Clearance Agreement, the Property was burdened with the presence of the Scrap Materials alleged to have been unlawfully stored at the Property. By an administrative order (“ Order ”) made by the State Labour Inspectorate (i.e. the Authority for occupational safety, environmental and customer protection) in Germany in November 2014, the liquidator of Kolthoff GmbH was ordered to clear and remove the Scrap Materials from the Property by 15 December 2014. As at the date of this announcement, the Order had not been complied with. Further, clearance of the Scrap Materials is a pre-condition for the relevant governmental authority in Germany granting the necessary licences and permits for the conduct and operation of the Plastics Recycling Business on the Property. Therefore, in order to enable the Group to commence the Plastics Recycling Business on the Property, the Company considers it necessary and expedient in the interest of the Group to remove and clear the Scrap Materials.

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Further, on the basis of the Independent Valuation, the market value of the Property together with the buildings and structures erected thereon (on the basis that the Property were free and clear of all Scrap Materials) was reported to worth EUR1.38 million (equivalent to approximately HK$12.08 million) as of 26 April 2016. The aggregate amount of the Acquisition Consideration and Waste Clearance Consideration equivalent to HK$9.89 million is therefore lower than the market value of the Property (clear of the Scrap Materials) and, for this reason, the transactions are considered to be commercially favourable to the Group.

Based on the above, the Directors (including the independent non-executive Directors) are of the view that the terms of each of the Property Agreement and the Waste Clearance Agreement and the respective transactions contemplated thereunder, which are determined on an arm’s length basis, are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

CONSIDERATION SHARES

The Consideration Shares will be issued under the General Mandate granted to the Directors pursuant to which the Directors were authorised to allot and issue up to 132,186,035 new Shares, being 20% of the issued share capital of the Company as at the date of the annual general meeting of the Company held on 28 May 2015. As at the date of this announcement, no Shares had been allotted and issued pursuant to the General Mandate. Accordingly, the issue of the Consideration Shares is not subject to any further approval of the Shareholders.

The Consideration Shares represent (i) approximately 2.25% of the total issued share capital of the Company as at the date of this announcement and (ii) approximately 2.20% of the total issued share capital of the Company as enlarged by the issue of the Consideration Shares (assuming that there is no other change to the share capital of the Company prior to completion of the Waste Clearance Agreement).

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares. The Consideration Shares shall rank pari passu in all respects with the Shares in issue on the date of allotment and issue including the right to all dividends, distributions and other payments made or to be made for which the record date falls on or after the date of such allotment and issue.

The issue price of HK$0.28 per Consideration Share represents:

• (a) a discount of approximately 5.08% to the closing price of HK$0.295 per Share as quoted on the Stock Exchange on 23 May 2016, being the date of the Waste Clearance Agreement;

• (b) a discount of approximately 4.76% to the average closing price of HK$0.294 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately preceding the date of the Waste Clearance Agreement; and

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• (c) a discount of approximately 5.41% to the average closing price of HK$0.296 per Share as quoted on the Stock Exchange for the last ten consecutive trading days immediately preceding the date of the Waste Clearance Agreement.

The issue price of the Consideration Shares was determined after arm’s length negotiations between the Company on the one part and the Vendor and Upframe on the other part and with reference to the prevailing market price and trading volume of the Shares.

EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

Set out below is the shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately after the completion of the Waste Clearance Agreement (assuming there being no other changes in the share capital of the Company from the date of this announcement up to the completion of the Waste Clearance Agreement).

First Win Trading Limited (“First Win”)(Note 1) Always Adept Limited (“Always Adept”)(Note 1) Mr. Yip Wai Leung Jerry (“Mr. Yip”)(Note 2) Public Shareholders Upframe (or its Nominee) Other public Shareholders Total	As at the date of Immediately after the completion of this announcement the Waste Clearance Agreement % of the % of the Company’s Company’s Number issued share Number issued share of Shares capital of Shares capital 156,080,008 23.43 156,080,008 22.92 66,891,428 10.04 66,891,428 9.82 330,000 0.05 330,000 0.05 0 0 15,000,000 2.20 442,728,740 66.48 442,728,740 65.01 666,030,176 100 681,030,176 100

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Notes:

1. Mr. Yip set up a discretionary family trust pursuant to a deed of settlement dated 5 December 2005 entered into between him and New Zealand Professional Trustee Limited (“ Trustee ”). The Trustee held the entire issued shares in the capital of Always New Limited (“ Always New ”), which owned the entire issued share capital of each of Always Adept and First Win, which in turn held in aggregate 222,971,436 Shares.

2. Mr. Yip is an executive Director and chairman of the Board.

3. As at the date of this announcement, the Company had 85,528,000 share options granted under the share option scheme of the Company which remained outstanding and not exercised. If all the outstanding share options are exercised in full, a maximum of 85,528,000 new Shares will be allotted and issued, and the total issued Shares of the Company will be increased to 766,558,176 (assuming completion of the Waste Clearance Agreement).

POSSIBLE ACQUISITION OF MACHINERIES AT THE PROPERTY

There are certain Machineries located at the Property that were used for the operation of plastic and rubber recycling business. Part of such Machineries are owned by the Vendor and the remaining are owned by Kolthoff GmbH, which commenced its liquidation on 1 November 2014. As of the date of this announcement, the Group is still in the process of negotiating with the Vendor and the liquidator of Kolthoff GmbH for the purchase of such Machineries that are required for the conduct of the Plastics Recycling Business on the Property. The maximum amount of the purchase price which the Group proposes to offer for the acquisition (“ Possible Equipment Acquisition ”) of such Machineries is EUR300,000 (equivalent to approximately HK$2.63 million). As of the date of this announcement, the Group did not have any finalised and definitive letter of intent, understanding, commitment or agreement (legally binding or otherwise) with respect to any purchase or acquisition of any of such Machineries. Further announcement(s) in relation to the purchase of any of such Machineries and equipment (if materialized) will be made by the Company as and when appropriate in compliance with the Listing Rules.

IMPLICATIONS UNDER THE LISTING RULES

As some of the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Acquisition and the Waste Clearance, in aggregate, are more than 5% but less than 25%, the Acquisition and the Waste Clearance together constitute a discloseable and share transaction for the Company under the Listing Rules and is subject to the notification and announcement requirements set out in Chapter 14 of the Listing Rules.

In the event that the percentage ratios of the aggregate amount of the Acquisition Consideration, the Waste Clearance Consideration, the consideration for the Possible Equipment Acquisition and/or any other related transactions to be entered into by the Group exceed 25%, the Company will comply with the necessary disclosure and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

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The conditions precedent to completion of both of the Property Agreement and the Waste Clearance Agreement may or may not be fulfilled or waived in accordance with the terms of the respective agreements. Accordingly, completion of both of the Property Agreement and the Waste Clearance Agreement may or may not take place. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

DEFINITIONS

• “Acquisition” the acquisition of the Property by the Purchaser from the Vendor pursuant to the Property Agreement

• “Acquisition Consideration” the total consideration payable by the Purchaser to Vendor for the acquisition of the Property under the Property Agreement

• “Board” the board of Directors “Company” Green Energy Group Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Stock Exchange

• “connected person(s)” has the meaning ascribed to it under the Listing Rules “Consideration Shares” 15,000,000 new Shares to be allotted and issued at an issue price of HK$0.28 per Consideration Share, credited as fully paid, to Upframe (or as Upframe may direct) in part settlement of the Waste Clearance Consideration

• “Director(s)” the director(s) of the Company

• “EUR” Euro, the lawful currency of the European Union

• “General Mandate” the general mandate granted to the Directors by the Shareholders at the annual general meeting of the Company held on 28 May 2015 to allot and issue up to 132,186,035 new Shares

• “Germany”

the Federal Republic of Germany

• “Group”

• the Company and its subsidiaries

• “HK$”

• Hong Kong Dollars, the lawful currency of Hong Kong

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

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• “Independent Third a third party independent of and not connected with Party(ies)” the Company and its subsidiaries and its connected persons

• “Kolthoff GmbH”

• a company incorporated in Germany with limited liability having its official address at Industriestraße 3, 26831 Bunde, Germany which was solely owned by the Vendor prior to its commencement of liquidation in November 2014

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Long Stop Date”

• 30 June 2016 in relation to Conditional Precedent (A) and 30 September 2016 in relation to Conditions Precedent (B) and (C) (or such later date as the parties to the Waste Clearance Agreement may agree in writing) as specified in the paragraph headed “Conditions Precedent to completion of the Waste Clearance Agreement” in this announcement

• “Machineries” certain machineries and equipment currently located at the Property which may be necessary for the conduct and operation of the Plastics Recycling Business, part of such machineries and equipment are owned by the Vendor and the remaining are owned by Kolthoff GmbH’s liquidator

• “Plastics Recycling Business”

• the plastics and rubber recycling and management business, being a new business development intended to be conducted by the Group on the Property subject to completion of the Property Agreement and the Waste Clearance Agreement

• “Property”

• all those pieces and parcels of land registered at page 1402 of the Land Register of Bunde maintained at the District Court of Leer, Germany, and located at and known as Industriestraße 3, 26831 Bunde, Germany and more particularly described as:

• Flurstück 12/11 der Flur 5 von Bunde comprising an area of approximately 4,519 square metres; and

• Flurstück 12/15 der Flur 5 von Bunde comprising an area of approximately 3,602 square metres

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“Property Agreement” the sale and purchase agreement dated 23 May 2016 and entered into between the Vendor and the Purchaser, pursuant to which the Vendor agreed to sell, and the Purchaser agreed to purchase, the Property together with all existing buildings and structures (but excluding all Machineries therein) thereon on an “as is” basis

• “Purchaser” EnviroAssets GmbH, a company incorporated under the laws of Germany with limited liability and is an indirect wholly-owned subsidiary of the Company

• “Scrap Materials” approximately 2,000 tons of Ethylene Propylene Diene Terpolymer (EPDM) scrap or waste rubber rolls and sheets with chemical compositions and technical data set out in a test report provided by the Vendor

• “Share(s)” ordinary share(s) of HK$0.10 each in the capital of the Company

• “Shareholder(s)” shareholder(s) of the Company

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “the BVI”

• the British Virgin Islands

• “Upframe” Upframe Limited, a company incorporated under the laws of the BVI with limited liability and is whollyowned by the Vendor. It is an Independent Third Party

• “Vendor”

• Mr. Stefan Kolthoff, an Independent Third Party

• “Waste Clearance” the removal, clearance and disposal of the Scrap Materials by Upframe pursuant to the Waste Clearance Agreement

• “Waste Clearance the agreement for removal, clearance and disposal of Agreement” the Scrap Materials dated 23 May 2016 and entered into between the Vendor, Upframe and the Purchaser

• “Waste Clearance the total consideration payable by the Purchaser to Consideration” Upframe for the performance of its obligations under the Waste Clearance Agreement

• “%” per cent.

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Unless otherwise specified, amounts denominated in Hong Kong dollars and Euro have been translated at the exchange rate of EUR1: HK$8.75 in this announcement for the purpose of illustration only. No representation is made that any amounts in Hong Kong dollars and Euro were or could have been or could be converted into each other at such rates or any other exchange rates on the date of this announcement or any other date.

By order of the Board Green Energy Group Limited Yip Wai Leung Jerry Chairman

Hong Kong, 23 May 2016

As at the date of this announcement, the Company has two executive Directors, Mr. Yip Wai Leung Jerry, Sean Douglas Mollet and three independent non-executive Directors, namely Ms. Li Kit Chi Fiona, Mr. So Yin Wai and Mr. Tam Chun Wa.

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