Green Energy Group Limited — Proxy Solicitation & Information Statement 2006

Sep 22, 2006

THIS CIRCULAR 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 or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Green Energy Group Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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)

RENEWAL OF THE 10% GENERAL LIMIT ON THE GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME

AND

PROPOSED GRANT OF NEW GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

A notice convening the Special General Meeting to be held at 41st Floor, Jardine House, 1 Connaught Place, Central, Hong Kong at 9:30 a.m. on Tuesday, 10 October 2006 is set out on pages 13 to 17 of this circular.

Whether or not you intend to attend the Special General Meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the Special General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Special General Meeting or any adjournment thereof should you so wish.

• For identification purposes only

22 September 2006

CONTENTS

		Page
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		ii
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Share Option Scheme – Renewal of the 10% General Limit . . . . . . . . . . . . . . . . . . . . .	5
3.	New general mandates to issue and repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . .	6
4.	Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
5.	Procedures for demanding a poll at the Special General Meeting . . . . . . . . . . . . . . . .	8
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix I	– Explanatory Statement on the New Repurchase Mandate . . . . . . . . . . . . . . . .	10
Notice of Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		13

i

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

ii

DEFINITIONS

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

• “10% General Limit”

the limit imposed under Clause 8.2 of the rules of the Share Option Scheme on the total number of Shares which may be issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Group, being 10% of the Company’s issued share capital as at the date of adoption of the Share Option Scheme, which may be “refreshed” pursuant to the rules of the Share Option Scheme

• “Board”

the board of Directors

• “Bye-laws”

the bye-laws of the Company, as amended from time to time

• “Company”

Green Energy Group Limited (formerly known as “China Nan Feng Group Limited”), a company incorporated in Bermuda with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange

• “Companies Act”

the Companies Act 1981 of Bermuda

• “Designated Stock Exchange”

• a stock exchange which is an appointed stock exchange for the purposes of the Companies Act in respect of which the Shares are listed or quoted and where such appointed stock exchange deems such listing or quotation to be the primary listing or quotation of the Shares

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

• “Existing Extension Mandate”

the existing general and unconditional mandate granted to the Directors pursuant to an ordinary resolution approved by the Shareholders at the annual general meeting of the Company held on 5 June 2006 to the effect that any Shares repurchased under the Existing Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the Existing General Mandate

• “Existing General Mandate”

the existing general and unconditional mandate granted to the Directors pursuant to an ordinary resolution approved by the Shareholders at the annual general meeting of the Company held on 5 June 2006 to exercise the power of the Company to allot, issue or otherwise deal with up to 17,095,408 Shares, representing 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the relevant resolution at such annual general meeting

1

DEFINITIONS

• “Existing Repurchase Mandate”

• “Group”

• “Hong Kong”

• “HK$”

• “Latest Practicable Date”

• “Listing Rules”

• “New Extension Mandate”

• “New General Mandate”

• “New Repurchase Mandate”

• “Open Offer”

the existing general and unconditional mandate granted to the Directors at the annual general meeting of the Company held on 5 June 2006 to enable them to repurchase up to 8,547,704 Shares, representing 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the relevant resolution at such annual general meeting

the Company and its subsidiaries

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

Hong Kong dollars, the lawful currency of Hong Kong

• 20 September 2006, being the latest practicable date prior to the printing of this circular for ascertaining certain information herein

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

• a general and unconditional mandate proposed to be granted to the Directors at the Special General Meeting to the effect that any Shares repurchased under the New Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the New General Mandate

• a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue or otherwise deal with Shares the aggregate nominal amount of which shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the relevant resolution at the Special General Meeting

• a general and unconditional mandate proposed to be granted to the Directors to enable them to repurchase Shares the aggregate nominal amount of which shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the relevant resolution at the Special General Meeting

• the issue of 256,431,132 Shares on the basis of three offer shares of HK$0.10 each for every one Share, details of which are set out in the announcement dated 28 April 2006 and the circular dated 19 May 2006 of the Company

2

DEFINITIONS

“Share(s)” ordinary share(s) of HK$0.10 each in the share capital of the Company “Shareholder(s)” holder(s) of Share(s) “Share Option Scheme” the share option scheme of the Company adopted pursuant to an ordinary resolution passed by the Shareholders at the annual general meeting of the Company held on 5 June 2006 “Stock Exchange” The Stock Exchange of Hong Kong Limited “Special General Meeting” the special general meeting of the Company to be convened and held at 41st Floor, Jardine House, 1 Connaught Place, Central, Hong Kong at 9:30 a.m. on Tuesday, 10 October 2006, the notice of which is set out on pages 13 to 17 of this circular “Takeovers Code” the Hong Kong Code on Takeovers and Mergers “%” per cent.

3

LETTER FROM THE BOARD

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)

Executive Directors: Mr. Yip Wai Leung Jerry Mr. Ming Kar Fook Charles

Independent non-executive Directors: Mr. Chan Kai Yung Ronney Mr. So Yin Wai Ms. Zhu You Chun

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business in Hong Kong: Room 2301, 23/F. Lippo Centre, Tower II 89 Queensway Admiralty Hong Kong 22 September 2006

To the Shareholders

Dear Sir or Madam,

RENEWAL OF THE 10% GENERAL LIMIT ON THE GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME AND PROPOSED GRANT OF NEW GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

1. INTRODUCTION

The primary purposes of this circular are to provide you with information regarding the resolutions to be proposed at the Special General Meeting and to give you notice of the Special General Meeting. Resolutions to be proposed at the Special General Meeting include: (a) ordinary resolution on the proposed renewal of the 10% General Limit; and (b) ordinary resolutions on the revocation of the Existing General Mandate, the Existing Repurchase Mandate, the Existing Extension Mandate and the grant of the New General Mandate, the New Repurchase Mandate and the New Extension Mandate.

* For identification purposes only

4

LETTER FROM THE BOARD

2. SHARE OPTION SCHEME – RENEWAL OF THE 10% GENERAL LIMIT

At the annual general meeting of the Company held on 5 June 2006, an ordinary resolution was passed by the Shareholders for the adoption of the Share Option Scheme.

Under the rules of the Share Option Scheme:

• (1) the total number of Shares which may be issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Group is subject to the 10% General Limit;

• (2) the maximum number of Shares which may be issued upon the exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Group must not in aggregate exceed 30% of the Shares in issue from time to time (“ 30% Overall Limit ”); and

• (3) unless approved by the Shareholders in general meeting, the total number of Shares issued and to be issued upon the exercise of options granted to each participant (other than a substantial shareholder or an independent non-executive director of the Company, who shall be subject to a lower threshold) of the Share Option Scheme and any other share option schemes of the Group (including both exercised and outstanding options) in any 12-month period must not exceed 1% of the issued share capital of the Company in issue (“ Single Participant Limit ”).

The Company may seek approval from the Shareholders in general meeting for refreshing the 10% General Limit so that the total number of Shares which may be issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Group shall be reset at 10% of the Shares in issue as at the date of approval of the limit as “refreshed”.

In this connection, options previously granted under the Share Option Scheme and any other share option schemes of the Group (including options outstanding, cancelled, lapsed or exercised) will not be counted for the purpose of calculating the 10% General Limit as “refreshed”.

The existing 10% General Limit is 8,547,704 Shares, being 10% of the Shares in issue as at the date of adoption of the Share Option Scheme. As at the Latest Practicable Date, no options had been granted under the Share Option Scheme.

Apart from the Share Option Scheme, the Company had no other share option scheme as at the Latest Practicable Date.

On 27 June 2006, the Company has completed the Open Offer pursuant to which 256,431,132 Shares were allotted and issued and the total issued share capital of the Company was increased from 85,477,044 Shares to 341,908,176 Shares after completion of the Open Offer. As at the Latest Practicable Date, the existing 10% General Limit of 8,547,704 Shares only represented approximately 2.5% of the issued share capital of the Company as enlarged by the Open Offer. Unless the 10% General Limit is “refreshed”, only up to 8,547,704 Shares may be issued pursuant to the grant of any options under the Share Option Scheme.

5

LETTER FROM THE BOARD

The purpose of the Share Option Scheme is to provide incentives or rewards to the directors (including non-executive directors) and employees of members of the Group and such entity in which any member of the Group holds an equity interest for their contribution to the Group and/or to enable the Group to recruit and retain high-calibre employees and attract human resources that are valuable to the Group. Following the completion of the Open Offer, the Directors proposed to refresh the 10% General Limit so that the Share Option Scheme can continue to serve its intended purpose for the benefits of the Group and its Shareholders.

If the 10% General Limit is “refreshed”, on the basis of 341,908,176 Shares in issue as at the Latest Practicable Date and assuming that, prior to the Special General Meeting, no Shares are issued (whether upon exercise of options to be granted under the Share Option Scheme or otherwise) or repurchased by the Company, the 10% General Limit will be re-set at 34,190,817 Shares and the Company will be allowed to grant further options under the Share Option Scheme and other share option schemes carrying the rights to subscribe for a maximum of 34,190,817 Shares (“ Available Limit ”).

The refreshment of the 10% General Limit is subject to Shareholders’ approval at the Special General Meeting. Application will be made to the Listing Committee of the Stock Exchange for listings of, and permission to deal in, the Shares which may fall to be allotted and issued upon the exercise of options which may be granted pursuant to the Share Option Scheme under the “refreshed” 10% General Limit.

On the basis of 341,908,176 Shares in issue as at the Latest Practicable Date, the 30% Overall Limit represents a total of 102,572,452 Shares.

The Directors consider that it will be for the benefit of the Company and its Shareholders as a whole that eligible participants of the Share Option Scheme are granted rights to obtain equity holdings of the Company through the grant of options under the Share Option Scheme. This will motivate the eligible participants to contribute to the success of the Group. For these reasons, the Directors propose the passing of an ordinary resolution at the Special General Meeting for “refreshing” the 10% General Limit.

3. NEW GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

The Existing General Mandate was granted to the Directors at the annual general meeting of the Company held on 5 June 2006 to allot, issue or otherwise deal with up to 17,095,408 Shares, representing 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the relevant resolution at such annual general meeting. No Shares have been issued by the Company under the Existing General Mandate and no refreshment of the general mandate has been made since the last annual general meeting held on 5 June 2006. As at the Latest Practicable Date, the 17,095,408 Shares available to be allotted and issued pursuant to the Existing General Mandate only represented approximately 5% of the issued share capital of the Company as enlarged by the Open Offer.

6

LETTER FROM THE BOARD

The Existing Repurchase Mandate was also granted to the Directors at the annual general meeting of the Company held on 5 June 2006 to repurchase up to 8,547,704 Shares, representing 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the relevant resolution at such annual general meeting. No Shares have been repurchased by the Company under the Existing Repurchase Mandate and no refreshment of the repurchase mandate has been made since the last annual general meeting held on 5 June 2006. As at the Latest Practicable Date, the 8,547,704 Shares which can be repurchased pursuant to the Existing Repurchase Mandate only represented approximately 2.5% of the issued share capital of the Company as enlarged by the Open Offer.

The Directors consider it in the best interests of the Company and the Shareholders to grant the New General Mandate to the Directors, which allows greater flexibility for the Company to capture fund raising opportunities should they arise. The Directors also consider it to be beneficial to the Company and the Shareholders to allow greater flexibility for the Company to repurchase Shares when the Directors consider it appropriate and desirable. Ordinary resolutions will be proposed at the Special General Meeting to revoke the Existing General Mandate and the Existing Repurchase Mandate and to grant new general mandates to the Directors (i) to allot, issue or otherwise deal with unissued Shares the aggregate nominal amount of which shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of such resolution as enlarged by the Open Offer; and (ii) to repurchase Shares with an aggregate nominal amount up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of such resolution as enlarged by the Open Offer.

Under Rule 13.36(4) of the Listing Rules, any refreshments of the general mandate to allot and issue shares before the next annual general meeting of an issuer shall generally be subject to the provisions as set out in Rule 13.36(4)(a) to (c) including, among other matters, (i) any controlling shareholders and their associates shall abstain from voting in favour of the relevant resolution; (ii) the establishment of an independent board committee to advise shareholders in relation to the proposed refreshment; and (iii) the appointment of an independent financial adviser to make recommendations to the independent board committee and the shareholders in relation to the proposed refreshment.

As the Company is seeking for the refreshment of the general mandate to allot and issue Shares after the completion of the Open Offer pursuant to which Shares were allotted and issued to its Shareholders pro rata to their then existing shareholdings, pursuant to Rule 13.36(4)(e) of the Listing Rules, the Company is not required to comply with the provisions under Rule 13.36(4)(a) to (c) as summarised above.

As at the Latest Practicable Date, the issued share capital of the Company comprised 341,908,176 Shares. Subject to the passing of the proposed resolutions for the grant of the New General Mandate and the New Repurchase Mandate and on the basis that no Shares are allotted and issued or repurchased by the Company prior to the Special General Meeting, the Company will be allowed (i) to allot and issue a maximum of 68,381,635 Shares under the New General Mandate; and (ii) to repurchase a maximum of 34,190,817 Shares under the New Repurchase Mandate.

Both of the New General Mandate and the New Repurchase Mandate, if granted, will expire at the earliest of (a) the conclusion of the next annual general meeting of the Company after the Special General Meeting; or (b) the end of the period within which the Company is required by the Bye-laws, the Companies Act or other applicable law to hold its next annual general meeting; or (c) the date on which it is revoked or varied by an ordinary resolution passed in a general meeting of the Company.

7

LETTER FROM THE BOARD

A separate ordinary resolution will also be proposed at the Special General Meeting to revoke the Existing Extension Mandate and to approve that the aggregate nominal amount of any Shares repurchased by the Company, following the grant of the New Repurchase Mandate, be added to the aggregate nominal amount of Shares which may be allotted and issued under the New General Mandate.

Under the Listing Rules, the Company is required to give the Shareholders all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the New Repurchase Mandate at the Special General Meeting. An explanatory statement for such purpose is set out in Appendix I to this circular.

The Directors wish to state that they have no immediate plans to allot and issue any new Shares other than such Shares which may fall to be allotted and issued upon the exercise of any options which may be granted under the Share Option Scheme.

4. ACTIONS TO BE TAKEN

Set out on pages 13 to 17 of this circular is a notice convening the Special General Meeting at which resolutions will be proposed to approve:

• (a) the renewal of the 10% General Limit; and

• (b) the grant of the New General Mandate, the New Repurchase Mandate and the New Extension Mandate.

A form of proxy for use at the Special General Meeting is enclosed herewith. You are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the Special General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Special General Meeting or any adjournment thereof should you so wish.

5. PROCEDURES FOR DEMANDING A POLL AT THE SPECIAL GENERAL MEETING

Pursuant to Bye-law 70 of the Bye-laws, a resolution put to vote of a meeting shall be decided on a show of hands unless a poll is required by the rules of the Designated Stock Exchange or (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

• (i) by the chairman of the meeting; or

• (ii) by at least three Shareholders present in person or by a duly authorised corporate representative or by proxy for the time being entitled to vote at the meeting; or

8

LETTER FROM THE BOARD

• (iii) by any Shareholder or Shareholders present in person or by a duly authorised corporate representative or by proxy and representing not less than one-tenth of the total voting rights of all the Shareholders having the right to vote at the meeting; or

• (iv) by any Shareholder or Shareholders present in person or by a duly authorised corporate representative or by proxy and holding Shares conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the Shares conferring that right; or

• (v) if required by the rules of the Designated Stock Exchange, by any Director or Directors who, individually or collectively, hold proxies in respect of Shares representing 5% or more of the total voting rights at the meeting.

6. RECOMMENDATION

The Board considers that the ordinary resolutions to be proposed at the Special General Meeting are in the best interests of the Company and the Shareholders as a whole and recommends the Shareholders to vote in favour of such resolutions at the Special General Meeting.

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

9

EXPLANATORY STATEMENT ON THE NEW REPURCHASE MANDATE

APPENDIX I

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the grant of the New Repurchase Mandate to the Directors.

1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities on the Stock Exchange and any other stock exchange on which securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchases of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by specific approval of a particular transaction.

2. SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 341,908,176 Shares in issue.

Subject to the passing of the proposed resolution granting the New Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the Special General Meeting, the Company will be allowed under the New Repurchase Mandate to repurchase a maximum of 34,190,817 Shares, representing 10% of the aggregate nominal value of the issued share capital of the Company as at the Latest Practicable Date.

3. REASONS FOR REPURCHASES

The Directors believe that the New Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

4. FUNDING OF REPURCHASES

In repurchasing securities, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and the Bye-laws, the Listing Rules and the applicable laws of Bermuda. A listed company may not repurchase its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Under the Companies Act, repurchases by the Company may only be made out of funds of the Company available for dividend or distribution or out of the proceeds of a fresh issue of Shares made for the purpose, or out of capital paid up on such Shares. Any premium payable on a purchase over the par value of the Shares to be purchased must be provided for out of funds of the Company available for dividend or distribution or out of the Company’s share premium account before the Shares are repurchased.

10

EXPLANATORY STATEMENT ON THE NEW REPURCHASE MANDATE

APPENDIX I

Taking into account the current working capital position of the Group, the Directors consider that there would not be any material adverse effect on the working capital and/or the gearing position of the Group as compared with the position as at 31 December 2005, being the date of the latest published audited financial statements of the Company, if the New Repurchase Mandate were to be exercised in full. The Directors do not intend to make any repurchases to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Group which in the opinion of the Directors are from time to time appropriate for the Group.

5. SHARE PRICES

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

	Highest(Note)	Lowest (Note)
	HK$	HK$
2005
September	0.68	0.64
October	0.67	0.64
November	0.66	0.59
December	0.65	0.61
2006
January	0.73	0.60
February	0.70	0.68
March	0.73	0.69
April	0.87	0.69
May	1.13	0.70
June	1.10	0.70
July	0.93	0.77
August	0.90	0.78
September (up to the Latest Practicable Date)	0.92	0.89

Note: The share prices stated above for the period between September 2005 and May 2006 are the adjusted figures having taken into account consolidation of every 10 shares of HK$0.01 each into one share having a par value of HK$0.10 which took effect on 6 June 2006.

6. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases under the New Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda and in accordance with the regulations set out in the memorandum of association of the Company and the Bye-laws.

11

EXPLANATORY STATEMENT ON THE NEW REPURCHASE MANDATE

APPENDIX I

7. CONNECTED PERSON

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates, have any present intention to sell any Shares to the Company under the New Repurchase Mandate if the same is approved by the Shareholders.

No connected person (as defined in the Listing Rules) has notified the Company that he/she has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the New Repurchase Mandate is approved by the Shareholders.

8. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If on the Company exercising the powers of repurchase pursuant to the New Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code) 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, to the best of the knowledge and belief of the Directors, Always Adept Limited and First Win Trading Limited, being parties acting in concert, had an aggregate interests of approximately 65.21% of the issued share capital of the Company. On the basis that there were 341,908,176 Shares in issue as at the Latest Practicable Date and assuming that there are no issue or repurchase of Shares prior to the date of the Special General Meeting, if the New Repurchase Mandate were exercised in full, the aggregate shareholding of Always Adept Limited and First Win Trading Limited would increase to approximately 72.46% of the issued share capital of the Company.

On the basis of the shareholding of Always Adept Limited and First Win Trading Limited, being parties acting in concert as at the Latest Practicable Date, an exercise of the New Repurchase Mandate in full will not result in them being obliged to make a mandatory offer under Rule 26 of the Takeovers Code. In addition, the Directors are not aware of any consequence which would arise under the Takeovers Code as a consequence of any repurchases pursuant to the New Repurchase Mandate.

The Directors have no intention to exercise the New Repurchase Mandate to such an extent that will result in the number of Shares in hands of public falling below the prescribed minimum percentage of 25%.

9. SHARE PURCHASE MADE BY THE COMPANY

The Company has not repurchased any of the Shares (whether on the Stock Exchange or otherwise) in the six months immediately preceding the Latest Practicable Date.

12

NOTICE OF SPECIAL GENERAL MEETING

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)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the special general meeting (“ SGM ”) of Green Energy Group Limited (“ Company ”) will be held at 41st Floor, Jardine House, 1 Connaught Place, Central, Hong Kong on Tuesday, 10 October 2006 at 9:30 a.m. to consider and, if though fit, pass the following resolutions (with or without modifications):

ORDINARY RESOLUTIONS

1. “ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) granting the listing of, and permission to deal in, such number of shares of the Company which may fall to be allotted and issued pursuant to the exercise of the options which may be granted under the share option scheme adopted by the Company on 5 June 2006 (“ Share Option Scheme ”), representing 10% of the issued share capital of the Company as at the date on which this resolution is passed, pursuant to Clause 8.2(a) of the Share Option Scheme:

2. (a) approval be and is hereby granted for refreshing the 10% mandate under the Share Option Scheme (“ Refreshed Scheme Mandate ”) provided that the total number of shares of the Company which may be allotted and issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Company and its subsidiaries (“ Group ”) under the limit as refreshed hereby shall not exceed 10% of the total number of issued shares of the Company as at the date on which this resolution is passed (options previously granted under the Share Option Scheme and any other share option schemes of the Group (including options outstanding, cancelled, lapsed or exercised in accordance with the terms of the Share Option Scheme or any other share option schemes of the Group) shall not be counted for the purpose of calculating the Refreshed Scheme Mandate); and

3. (b) the directors of the Company or a duly authorised committee thereof be and they are hereby authorised: (i) at their absolute discretion, to grant options to subscribe for shares of the Company within the Refreshed Scheme Mandate in accordance with the rules of the Share Option Scheme, and (ii) to allot, issue and deal with shares of the Company pursuant to the exercise of options granted under the Share Option Scheme within the Refreshed Scheme Mandate.”

* For identification purposes only

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NOTICE OF SPECIAL GENERAL MEETING

1. “ THAT :

2. (a) the general mandate granted to the directors (“ Directors ”) of the Company to exercise the power of the Company to allot, issue and deal with shares of the Company pursuant to ordinary resolution numbered 9 passed by the shareholders of the Company at its annual general meeting held on 5 June 2006 (“ Existing General Mandate ”), to the extent not already exercised by the Directors, be and is hereby revoked provided that any exercise of powers of the Company to allot and issue shares in the capital of the Company under the Existing General Mandate prior to the passing of this resolution shall not in any way be affected or prejudiced;

3. (b) subject to paragraph (d) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and all other applicable laws, the exercise by the Directors of the Company during the Relevant Period (as defined in paragraph (e) below) of all the powers of the Company to allot, issue or otherwise deal with the unissued Shares (as defined in paragraph (e) below) of the Company, and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

4. (c) the approval in paragraph (b) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;

5. (d) the aggregate nominal amount of share capital of the Company allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (b) above, otherwise than pursuant to

   • (i) a Rights Issue (as hereinafter defined);

   • (ii) the exercise of any options granted under the share option schemes or similar arrangement for the time being adopted by the Company; or

   • (iii) any issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws (“ Bye-laws ”) of the Company and other relevant regulations; or

   • (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares;

shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution, and the said approval shall be limited accordingly; and

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NOTICE OF SPECIAL GENERAL MEETING

• (e) for the purpose of this resolution:

“ Shares ” means shares of HK$0.10 each in the share capital of the Company or, if there has been a sub-division, consolidation, re-classification or re-construction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company of such nominal amount as shall result from any such subdivision, consolidation, re-classification or re-construction;

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company following the passing of this resolution;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws, the Companies Act 1981 of Bermuda or any applicable law to be held; or

• (iii) the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting;

“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the registers 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 exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”

1. “ THAT :

2. (a) the general mandate granted to the directors (“ Directors ”) of the Company to exercise the power of the Company to repurchase shares of the Company pursuant to ordinary resolution numbered 10 passed by the shareholders of the Company at its annual general meeting held on 5 June 2006 (“ Existing Repurchase Mandate ”), to the extent not already exercised by the Directors, be and is hereby revoked provided that any exercise of powers of the Company to repurchase shares in the capital of the Company under the Existing Repurchase Mandate prior to the passing of this resolution shall not in any way be affected or prejudiced;

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NOTICE OF SPECIAL GENERAL MEETING

• (b) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to repurchase the Shares on The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (“ SFC ”) and the Stock Exchange for such purpose, and subject to and in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Act 1981 of Bermuda (“ Companies Act ”) and all other applicable laws as amended from time to time in this regard, be and is hereby generally and unconditionally approved;

• (c) the aggregate nominal amount of Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (b) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution, and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution:

“ Shares ” means shares of HK$0.10 each in the share capital of the Company or, if there has been a sub-division, consolidation, re-classification or re-construction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company of such nominal amount as shall result from any such subdivision, consolidation, re-classification or re-construction;

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws, the Companies Act or any applicable law to be held; or

• (iii) the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”

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NOTICE OF SPECIAL GENERAL MEETING

1. “ THAT conditional upon resolutions numbered 2 and 3 above being passed, (a) the ordinary resolution numbered 11 passed by the shareholders of the Company at its annual general meeting held on 5 June 2006 be and is hereby revoked; and (b) the unconditional general mandate granted to the directors of the Company to allot, issue and deal with additional shares of the Company pursuant to resolution numbered 2 above be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to resolution numbered 3 above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution.”

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

Hong Kong, 22 September 2006

Head office and principal place of business in Hong Kong:

Room 2301, 23/F.

Lippo Centre, Tower II 89 Queensway Admiralty Hong Kong

Notes:

1. Any shareholder of the Company entitled to attend and vote at the SGM shall be entitled to appoint one proxy or, if a shareholder is the holder of two or more shares, more than one proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company.

2. A form of proxy for use at the SGM is being despatched to the shareholders of the Company together with a copy of this notice.

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

4. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof.

5. Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the SGM convened or any adjourned meeting and in such event, the form of proxy will be deemed to be revoked.

As at the date of this notice, the Company has two executive directors, namely Mr. Yip Wai Leung Jerry and Mr. Ming Kar Fook Charles and three independent non-executive directors, namely Mr. Chan Kai Yung Ronney, Mr. So Yin Wai and Ms. Zhu You Chun.

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