Green Energy Group Limited — Proxy Solicitation & Information Statement 2012

Apr 19, 2012

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).

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

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)

RE-ELECTION OF DIRECTORS; GRANT OF ISSUE MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE; RENEWAL OF THE 10% GENERAL LIMIT ON THE GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME; AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at Crown Room, 8/F, The Dynasty Club, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong at 10:30 a.m. on Monday, 21 May 2012 is set out on pages 14 to 18 of this circular.

Whether or not you intend to attend the Annual 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 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 Annual 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 Annual General Meeting or any adjournment thereof should you so wish.

* for identification purpose only

19 April 2012

CONTENTS

		Page
Responsibility statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii
Definitions.	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from	the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.	Grant of Issue Mandate, Repurchase Mandate and Extension Mandate . . . . . . . . . . . . 4
4.	Renewal of the 10% General Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5.	Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
6.	Voting by poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
7.	Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
8.	General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
9.	Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Appendix I	– Details of the Directors proposed to be re-elected
	at the Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Appendix II	– Explanatory Statement on the Repurchase Mandate. . . . . . . . . . . . . . . . . . 11
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

i

RESPONSIBILITY STATEMENT

This document, for which the directors of the issuer collectively and individually accept full responsibilty, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the issuer. The directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this document is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this document 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(a) of the rules of the Share Option Scheme on the total number of Shares which may be issued upon the exercise of all options granted or to be granted under the Share Option Scheme and any other share option schemes of the Company, being 10% of the Company’s issued share capital as at the date of adoption of the Share Option Scheme, which has been “refreshed” and may be further “refreshed” on and pursuant to the rules of the Share Option Scheme

“Annual General Meeting” the annual general meeting of the Company convened to be held at Crown Room, 8/F, The Dynasty Club, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong at 10:30 a.m. on Monday, 21 May 2012, the notice of which is set out on pages 14 to 18 of this circular, or any adjournment thereof

• “associates” has the same meaning as defined under the Listing Rules

• “Board” the board of Directors

• “Bye-laws” the bye-laws of the Company, as amended from time to time

• “Company” Green Energy Group Limited, an exempted 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

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

• “Extension Mandate” a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the Issue Mandate

• “Group” the Company and its subsidiaries

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

1

DEFINITIONS

“Issue 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 additional shares of the Company up to a
	maximum of 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 Annual General Meeting
“Latest Practicable Date”	17 April 2012 being the latest practicable date prior to the printing
	of this circular for ascertaining certain information herein
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Repurchase Mandate”	a general and unconditional mandate proposed to be granted to
	the Directors to enable them to repurchase shares of the Company,
	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
	Annual General Meeting
“SFO”	the Securities and Futures Ordinance, Chapter 571 of the Laws of
	Hong Kong
“Share(s)”	ordinary share(s) of HK$0.10 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of Share(s)
“Share Option Scheme”	the share option scheme adopted by the Company on 5 June 2006
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	The Hong Kong Code on Takeovers and Mergers
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

2

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 Director: Mr. Yip Wai Leung Jerry Mr. Fan Xiaomin

Independent non-executive Directors: Mr. So Yin Wai Mr. Tam Chun Wa

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

Head office and principal place of business in Hong Kong: 4C Derrick Industrial Building 49 Wong Chuk Hang Road Hong Kong

19 April 2012

To the Shareholders and for, information only, the holders of options to subscribe for shares in the Company

Dear Sir or Madam,

RE-ELECTION OF DIRECTORS; GRANT OF ISSUE MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE; RENEWAL OF THE 10% GENERAL LIMIT ON THE GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME; AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The primary purposes of this circular are to provide you with information regarding the resolutions to be proposed at the Annual General Meeting and to give you notice of the Annual General Meeting.

* for identification purpose only

3

LETTER FROM THE BOARD

2. RE-ELECTION OF DIRECTORS

According to Bye-law 102(B) of the Bye-laws, any Director appointed by the Board to fill a casual vacancy or as an addition to the Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election at the meeting but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting. By virtue of Bye-law 102(B) of the Bye-laws, the office of current independent non-executive Director, Mr. Tam Chun Wa, will end at the Annual General Meeting. According to Bye-law 99 of the Company’s Bye-law, Mr. Yip Wai Leung Jerry retire by rotation. All the other Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.

Biographical information of Mr. Yip Wai Leung Jerry and Mr. Tam Chun Wa, who are proposed to be re-elected as Directors at the Annual General Meeting is set out in Appendix I to this circular.

3. GRANT OF ISSUE MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE

Pursuant to the resolutions passed by the Shareholders on 2 June 2011, among other things, the Directors were granted (a) a general unconditional mandate to allot, issue and deal with Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue at the time of passing of the relevant resolution; (b) a general unconditional mandate to repurchase Shares with an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue at the time of passing of the relevant resolution; and (c) the power to extend the general mandate mentioned in (a) above by an amount representing the aggregate nominal amount of the securities of the Company repurchased by the Company pursuant to the mandate to repurchase securities referred to (b) above.

The above general mandates will expire at the conclusion of the Annual General Meeting. At the Annual General Meeting, the following resolutions, among other matters, will be proposed:

• (a) to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue or otherwise deal with additional shares of the Company up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of such resolution;

• (b) to grant the Repurchase Mandate to the Directors to enable them to repurchase shares of the Company on the Stock Exchange up to a maximum of 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of such resolution; and

• (c) to grant the Extension Mandate to the Directors to increase the total number of shares which may be allotted and issued under the Issue Mandate by an additional number representing such number of shares repurchased under the Repurchase Mandate.

As at the Latest Practicable Date, a total of 445,422,176 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company prior to the Annual General Meeting, the Company will be allowed under the Issue Mandate to issue a maximum of 89,084,435 Shares.

4

LETTER FROM THE BOARD

The Issue Mandate and the Repurchase Mandate will expire at the earliest of: (a) the conclusion of the annual general meeting of the Company next following the Annual General Meeting; (b) the date by which the next annual general meeting is required by the Bye-laws or the applicable laws of Bermuda to be held; or (c) when the authority given to the Directors thereunder is revoked or varied by ordinary resolution(s) of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

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 Repurchase Mandate at the Annual General Meeting. An explanatory statement for such purpose is set out in Appendix II to this circular.

4. RENEWAL OF THE 10% GENERAL LIMIT

The Share Option Scheme was approved and adopted by the Shareholders in the annual general meeting of the Company held on 5 June 2006. Under the rules of the Share Option Scheme, the total number of shares which may be issued upon exercise of all options (excluding options lapsed in accordance with the Share Option Scheme and any other share option scheme of the Company) to be granted under the Share Option Scheme and any other share option schemes of the Company is subject to the 10% General Limit.

The 10% General Limit may be “refreshed” by obtaining approval of the Shareholders in general meeting provided that the refreshed limit shall not exceed 10% of the Shares in issue as at the date of approval of such limit (“Refreshed Limit”). Options previously granted under the Share Option Scheme and any other share option schemes of the Company (including those outstanding, cancelled, lapsed in accordance with the relevant scheme or exercised options) shall not be counted for the purpose of calculating the Refreshed Limit.

Notwithstanding the foregoing, the maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company must not exceed 30% of the Shares in issue from time to time.

As at the Latest Practicable Date, the Company does not have any share option schemes other than the Share Option Scheme. Subsequent to the adoption of the Share Option Scheme, the 10% General Limit has been refreshed on 14 June 2010 and the Directors were authorised to grant options to subscribe for an aggregate of 44,303,217 Shares, representing 10% of the issued share capital of the Company as at 14 June 2010 (“Existing Limit”).

5

LETTER FROM THE BOARD

As at the Latest Practicable Date, options carrying the rights to subscribe for up to a total of 44,300,000 Shares had been granted under the Existing Limit. These options were granted in accordance with the terms and restrictions of the Share Option Scheme. All these options were granted to the employees of the Group and other eligible participants, including persons provide research, technological support, adviser and consultant to the Group. Details of the grant of options under the Existing Limit as at the Latest Practicable Date are set out below:

				Number of underlying shares	Number of underlying shares	in respect
				of which share options were		granted
			Exercise price
	Date of grant	Exercisable period	per share	Granted	Exercised	Outstanding
			HK$
Two Directors	20/12/2011	20/12/2011-	0.36	880,000	–	880,000
		19/12/2021
Twelve employees	20/12/2011	20/12/2011-	0.36	19,330,000	2,150,000	17,180,000
		19/12/2021
Other eligible participants	20/12/2011	20/12/2011-	0.36	24,090,000	240,000	23,850,000
(Note)		19/12/2021
						41,910,000

Note: These options were granted to eight eligible participants, as to 240,000 options granted to one professional adviser, 4,430,000 options to each of the five business consultants, 700,000 options granted to another business consultant and 1,000,000 options granted to another business consultant. These professional adviser and business consultants have provided professional and business advices to the Group and options were granted to them and incentives for their contributions to the Group.

All the above grantees of the options fell within the category of eligible participants under the Share Option Scheme. The Directors confirm that the grant of options to the above grantees was in line with the rules of the Share Option Scheme and the relevant requirements of the Listing Rules.

As at the Latest Practicable Date, there were 78,338,000 Options outstanding and unexercised to which holders were entitled to subscribe for Shares, which represent approximately 17.6% of the total issued shares of the Company.

Unless the 10% General Limit is “refreshed”, only up to 3,217 Shares may be issued pursuant to the grant of further options under the Share Option Scheme.

As the purpose of the Share Option Scheme is to provide incentives and rewards to employees and eligible persons for their contributions to the Group, the Directors consider that the refreshment of the Existing Limit is in the interests of the Company and the Shareholders as it enables the Company to have more flexibility in providing incentives to those eligible persons by way of granting of options.

6

LETTER FROM THE BOARD

Based on the issued share capital of 445,422,176 Shares as at the Latest Practicable Date and assuming that no further Shares will be issued prior to the Annual General Meeting, the Refreshed Limit will enable the Company to grant options carrying rights to subscribe for up to a total of 44,542,217 Shares under the Share Option Scheme. An ordinary resolution will be proposed at the Annual General Meeting to renew the 10% General Limit to 10% of the issued share capital of the Company at the date of the Annual General Meeting.

The refreshment of the Scheme Mandate Limit is conditional upon:

• (a) the Shareholders’ approval at the AGM; and

• (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Shares (representing 10% of the total Shares in issue at the date of the AGM approving the refreshment of the Scheme Mandate Limit) which may fall to be issued pursuant to the exercise of any Options granted under the refreshed Scheme Mandate Limit.

Application will be made to the Listing Committee of the Stock Exchange for the approval mentioned in paragraph (b) above.

5. ACTIONS TO BE TAKEN

Set out on pages 14 to 18 of this circular is a notice convening the Annual General Meeting at which resolutions will be proposed to approve, among other matters, the following:

• (a) the re-election of the Directors;

• (b) the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate; and

• (c) the renewal of the 10% General Limit.

A form of proxy for use at the Annual 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 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 Annual 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 Annual General Meeting or any adjournment thereof should you so wish.

6. VOTING BY POLL

Under Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the ordinary resolutions proposed at the Annual General Meeting will also be taken by poll. A poll results announcement will be made by the Company after the Annual General Meeting in accordance with Rule 13.39(5) of the Listing Rules.

7

LETTER FROM THE BOARD

7. RECOMMENDATIONS

The Board considers that the resolutions in relation to the re-election of the Directors, the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate and the renewal of the 10% General Limit to be proposed at the Annual 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 Annual General Meeting.

8. GENERAL

Your attention is drawn to the additional information set out in the Appendices to this circular.

9. MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

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

8

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

Mr. Yip Wai Leung Jerry (“Mr. Yip”) , aged 53, is a solicitor and a partner in the firm of J. Chan Yip, So & Partners, of which he is one of the founding partners. Mr. Yip graduated from University of London with a Bachelor Degree in Laws. He has more than 20 years of legal professional experience and his principal areas of practice include commercial work, property, finance and litigation. Mr. Yip is, among other positions, an executive Director, the member of the nomination committee, the authorised representative and the Chairman of the Company.

Mr. Yip is currently a director of all subsidiaries of the Company incorporated in Hong Kong, British Virgin Islands and Germany.

The interests in shares of the Company of Mr. Yip within the meaning of Part XV of SFO as at the Latest Practicable Date are set out below:

			No. of ordinary		Percentage of
		shares of HK$0.10 No. of underlying			total issued
Name of shareholder	Capacity		each held	shares held	share capital
Always Adept Limited	Beneficial owner		66,891,428	–	15.02%
(“Always Adept”)(Note 1)
First Win Trading Limited	Beneficial owner		156,080,008	–	35.04%
(“First Win”)(Note 1)
Always New Limited_(Note 1)_	Interest of controlled		222,971,436	–	50.06%
	corporation
New Zealand Professional Trustee	Trustee		222,971,436	–	50.06%
Limited (“Trustee”)(Note 2)
Chui Pui Fun (“Mrs. Yip”)	Spouse interest_(Note_	3)	222,971,436	–	50.06%
	Spouse interest_(Note_	3)	330,000	340,000	0.15%
				(Note 4)

Notes:

1. Always New Limited holds the entire issued share capital of each of Always Adept and First Win. Always New Limited is deemed to be interested in the shares held by the Always Adept and First Win by virtue of the SFO.

2. Mr. Yip set up a family trust pursuant to a deed of settlement dated 5 December 2005 entered into between him and the Trustee. The Trustee holds the entire issued shares in the capital of Always New Limited, which owns the entire share capital of each of Always Adept and First Win, which in turn holds in aggregate 222,971,436 shares of the Company.

3. Mrs. Yip is the spouse of Mr. Yip and she is deemed to be interested in the shares of the Company in which Mr. Yip is interested by virtue of the SFO.

4. These underlying shares represent the shares to be issued and allotted upon the exercise of the options granted by the Company to Mr. Yip pursuant to the share option scheme of the Company.

9

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

As at the Latest Practicable Date, save as disclosed above, Mr. Yip confirms that he does not (i) hold any directorships in other listed company in the last three years and does not have any other major appointments and qualifications and hold any other position with the Company or other members of the Company’s group; (ii) have any relationship with any other Directors, senior management of the Company, substantial shareholders of the Company or controlling shareholders of the Company; and (iii) has any interests in the shares of the Company within the meaning of Part XV of the SFO.

Mr. Yip has entered into a service contract with the Company expiring on 31 December 2012 whereby he is paid a monthly remuneration of HK$120,000 per month which is determined by the Board with reference to his duties and responsibilities. In addition, Mr. Yip is entitled to receive discretionary bonuses as may be decided by the Board having regard to his performance and duties, the Company’s business performance and profitability and the prevailing market conditions. Mr. Yip is subject to retirement by rotation and re-election pursuant to the bye-laws of the Company.

Save as disclosed above, there is no other matters that need to be brought to the attention of the shareholders of the Company nor other information required to be disclosed pursuant to any of the requirements of the provisions under the Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, in relation to the re-election of Mr. Yip.

Mr. Tam Chun Wa (“Mr. Tam”) , aged 48, is currently an executive director, the chief financial officer and the company secretary of Chinasing Investment Holdings Limited, a company which shares are listed on the main board of Singapore Exchange Securities Trading Limited. Mr. Tam obtained a Master degree of Business Administration from the University of Sydney. Mr. Tam has more than 15 years in the areas of auditing, accounting, tax, investment banking and company secretarial work.

As at the Latest Practicable Date, Mr. Tam did not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company. Mr. Tam was the beneficial owner of the options carrying right to subscribe for 440,000 Shares, representing an aggregate of approximately 0.1% of the share capital of the Company as at the Latest Practicable Date at an exercise price of HK$0.36 per Share respectively. Save as disclosed, as at the Latest Practicable Date, Mr. Tam did not have any interest in Shares of the Company within the meaning of Part XV of the SFO.

As at the Latest Practicable Date, Mr. Tam has not entered into any service contract with the Company. Mr. Tam receives a director’s fee of HK$120,000 per annum which is determined by reference to the prevailing market rate. Mr. Tam is subject to retirement by rotation and re-election pursuant to the Bye-laws.

Save as disclosed above, there is no other matters that need to be brought to the attention of the Shareholders nor other information required to be disclosed pursuant to any of the requirements of the provisions under the Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, in relation to the re-election of Mr. Yip Wai Leung Jerry and Mr. Tam Chun Wa.

10

APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

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 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 445,422,176 Shares in issue.

Subject to the passing of the proposed resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 44,542,217 Shares, representing 10% of the aggregate nominal value of the issued share capital of the Company as at the date of the Annual General Meeting.

3. REASONS FOR REPURCHASES

The Directors believe that the 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 distributor or out of the Company’s share premium account before the Shares are repurchased.

11

APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

Taking into account the current working capital position of the Group, the Directors consider that, if the Repurchase Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Group as compared with the position as at 31 December 2011, being the date of the latest published audited financial statements of the Company. However, 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	Lowest
	HK$	HK$
2011
April	0.82	0.82
May	0.82	0.82
June	0.82	0.82
July	0.82	0.82
August	0.82	0.305
September	0.66	0.41
October	0.49	0.35
November	0.45	0.335
December	0.55	0.32
2012
January	0.58	0.47
February	0.61	0.475
March	0.58	0.47
April (up to the Latest Practicable Date)	0.51	0.45

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 Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.

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 Repurchase Mandate if the same is approved by the Shareholders.

12

APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

No connected person of the Company has notified the Company that he has a present intention to sell any Shares to the Company nor has any such connected person undertaken not to sell any Shares held by him to the Company in the event that the Repurchase Mandate is granted.

8. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If on the Company exercising the powers of repurchase pursuant to the 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 50.06% of the issued share capital of the Company. On the basis that there were 445,422,176 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 Annual General Meeting, if the Repurchase Mandate were exercised in full, the aggregate shareholding of Always Adept Limited and First Win Trading Limited would increase to approximately 55.62% 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 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 Repurchase Mandate.

The Directors have no intention to exercise the 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.

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NOTICE OF ANNUAL GENERAL MEETING

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.

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 IS HEREBY GIVEN that the annual general Meeting (“ Meeting ”) of Green Energy Group Limited (“ Company ”) will be held at Crown Room, 8/F, The Dynasty Club, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong at 10:30 a.m. on Monday, 21 May 2012 to consider and, if thought fit, transact the following ordinary businesses:

1. to receive and consider the audited financial statements and the reports of the directors (“ Directors ”) and auditors (“ Auditors ”) of the Company for the year ended 31 December 2011;

2. to re-elect the retiring Directors (each as a separate resolution) and to authorise the board of Directors to fix remuneration of Directors;

3. to re-appoint BDO Limited as Auditors of the Company and to authorise the board of Directors to fix their remuneration;

and as special businesses, to consider and, if thought fit, pass the following resolutions (with or without modification) as ordinary resolutions:

1. “ THAT:

2. (a) subject to paragraph (c) 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 (“ Directors ”) of the Company during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue or otherwise deal with additional Shares (as defined in paragraph (d) below), 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;

3. (b) the approval in paragraph (a) 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;

* for identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of the 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 (a) 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

• (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 sub-division, 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 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

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NOTICE OF ANNUAL GENERAL MEETING

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 any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

1. “ THAT:

2. (a) subject to paragraph (b) below, the exercise by the directors (“ Directors ”) of the Company during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to repurchase the Shares (as defined in paragraph (c) below) 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;

3. (b) the aggregate nominal amount of Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) 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

4. (c) 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 sub-division, 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 ANNUAL GENERAL MEETING

1. “ THAT conditional upon resolutions numbered 4 and 5 above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with additional shares of the Company pursuant to resolution no.4 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 5 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.”

2. “ THAT subject to and conditional upon the Listing Committee of the 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:

3. (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

4. (b) the Directors 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.”

By order of the board of Directors of

Green Energy Group Limited Yip Wai Leung Jerry Chairman

Hong Kong, 19 April 2012

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NOTICE OF ANNUAL GENERAL MEETING

Head office and principal place of business in Hong Kong: 4C Derrick Industrial Building, 49 Wong Chuk Hang Road Hong Kong

Notes:

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

2. 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.

3. Any shareholder of the Company entitled to attend and vote at the Meeting 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.

4. In order to be valid, the form of proxy, 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, must be deposited 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 Meeting 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 Meeting convened or any adjourned meeting and in such event, the form of proxy will be deemed to be revoked.

6. Where there are joint registered holders of any share of the Company, any one of such joint holders may vote, either personally 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 are present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

As at the date hereof, the Company has two executive Directors, namely Mr. Yip Wai Leung Jerry and Mr. Fan Xiaomin and two independent non-executive Directors, namely Mr. So Yin Wai and Mr. Tam Chun Wa.

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