Green Energy Group Limited - Proxy Solicitation & Information Statement 2016

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; ADOPTION OF NEW SHARE OPTION SCHEME AND TERMINATION OF EXISTING SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at Joint Professional Centre, Unit 1, G/F, The Center, 99 Queen’s Road Central, Hong Kong at 11:00 a.m. on Friday, 27 May 2016 is set out on pages 27 to 31 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 17M floor, 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

27 April 2016

		Page
Definitions.	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from	the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.	Grant of Issue Mandate, Repurchase Mandate and Extension Mandate . . . . . . . . . . . . 6
4.	Adoption of New Share Option Scheme and Termination of . . . . . . . . . . . . . . . . . . . . 7
	Existing Share Option Scheme
5.	Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
6.	Voting by poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
7.	Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
8.	General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
9.	Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
10.	Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Appendix I	– Details of the Directors proposed to be re-elected
	at the Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Appendix II	– Explanatory Statement on the Repurchase Mandate. . . . . . . . . . . . . . . . . . 14
Appendix III – Summary of the principal terms of the New Share Option Scheme. . . . . . . 17
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

DEFINITIONS

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

“Annual General Meeting” the annual general meeting of the Company convened to be held at Joint Professional Centre, Unit 1, G/F, The Center, 99 Queen’s Road Central, Hong Kong at 11:00 a.m. on Friday, 27 May 2016, the notice of which is set out on pages 27 to 31 of this circular, or any adjournment thereof

“associates” has the same meaning ascribed to it under the Listing Rules “Board” the board of Directors “Business Day” any day on which the Stock Exchange is open for the business of dealing in securities “Bye-laws” the bye-laws of the Company, as amended from time to time “close associates” has the same meaning ascribed to it under the Listing Rules “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 “connected person(s)” has the same meaning ascribed to it under the Listing Rules “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 “Eligible Employee(s)” any employee(s) (whether full time or part time, including any executive director but excluding any non-executive director) of the Company, any Subsidiaries or any Invested Entity “Existing Share the existing share option scheme of the Company adopted by the Option Scheme” Company pursuant to the resolution passed by the Shareholders at the annual general meeting of the Company held on 5 June 2006

DEFINITIONS

“Grantee(s) of Share Option” or Participant(s) who accepted the offer of the grant of any Share “Grantee(s)” Option(s) in accordance with the terms of the New Share Option Scheme or (where the context so permits) a person entitled to any such Share Option(s) in consequence of the death of the original grantee of the New Share Option Scheme

“Group”

the Company and its Subsidiaries

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China
“Invested Entity” any entity in which any member of the Group holds any equity interest
“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” 20 April 2016, 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
“New Share Option Scheme” the new share option scheme proposed to be conditionally approved at the Annual General Meeting, a summary of the rules of which is set out in Appendix III to this circular
“Offer Date”

the date, which must be a Business Day, on which the Board makes an offer of the grant of a Share Option to a Participant in accordance with the terms of the New Share Option Scheme

“Participant(s)” or

any person belonging to any of the following classes of persons:

“Eligible Participant(s)”
(a) any Eligible Employee;
(b) any non-executive director (including independent nonexecutive directors) of the Company, any of its Subsidiaries or any Invested Entity;
(c) any supplier of goods or services to any member of the Group or any Invested Entity;

DEFINITIONS

(d) any customer of any member of the Group or any Invested Entity;
(e) any person or entity that provides research, development or other technological support to the Group or any Invested Entity;
(f) any shareholder of any member of the Group or any Invested Entity or any holder of any securities issued by any member of the Group or any Invested Entity;
(g) any adviser (professional or otherwise) or consultant to any area of business or business development of any member of the Group or any Invested Entity; and
(h) any other group or classes of participants who have contributed or may contribute by way of joint venture, business alliance or other business arrangements to the development and growth of the Group.

The basis of eligibility of any of the above classes of Participants to the grant of any Share Options shall be determined by the Directors from time to time on the basis of their contribution to the development and growth of the Group and the Invested Entity

“Repurchase Mandate”

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 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(s)”

the option(s) granted pursuant to the New Share Option Scheme

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

DEFINITIONS

“Subsidiary”	a company which is for the time being and from time to time
	a subsidiary (within the meaning of the Companies Ordinance
	(Cap. 622 of the Laws of Hong Kong), or the Companies Act)
	of the Company, whether incorporated in Hong Kong, Bermuda,
	the British Virgin Islands, the People’s Republic of China or
	elsewhere or any entity which is accounted for and consolidated in
	the audited consolidated accounts of the Company as a subsidiary
	pursuant to the applicable Hong Kong Financial Reporting
	Standards or International Financial Reporting Standards, and
	“Subsidiaries” shall be construed accordingly
“substantial shareholder”	has the same meaning ascribed to it under the Listing Rules
“Takeovers Code”	The Hong Kong Code on Takeovers and Mergers
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

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. Sean Douglas Mollet

Independent non-executive Directors: Mr. So Yin Wai Mr. Tam Chun Wa Ms. Li Kit Chi Fiona

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

27 April 2016

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

Dear Sir or Madam,

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

LETTER FROM THE BOARD

2. RE-ELECTION OF DIRECTORS

According to Bye-law 99 of the Bye-laws, Mr. Yip Wai Leung Jerry and Mr. Tam Chun Wa will retire by rotation and being eligible, will offer themselves for re-election at the Annual General Meeting.

Mr. Sean Douglas Mollet was appointed by the Board as an additional Director pursuant to Bye-law 102(B) of the Bye-laws on 1 December 2015. According to Bye-law 102(B) of the Bye-laws, he shall hold office only until the Annual General Meeting and shall then be eligible and will offer himself for re-election at the Annual General Meeting.

Biographical information of Mr. Yip Wai Leung Jerry, Mr. Sean Douglas Mollet 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 28 May 2015, 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 666,030,176 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 133,206,035 Shares.

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. ADOPTION OF NEW SHARE OPTION SCHEME AND TERMINATION OF EXISTING SHARE OPTION SCHEME

A. The Existing Share Option Scheme and the New Share Option Scheme

The Existing Share Option Scheme was adopted by the Company pursuant to the resolution passed by the Shareholders at the annual general meeting of the Company held on 5 June 2006. Under the Existing Share Option Scheme, the Directors were authorised to grant to any eligible participant options to subscribe for Shares as incentives or rewards for their contribution to the Company and its Subsidiaries. As the Existing Share Option Scheme is due to expire on 4 June 2016, in order to enable the continuity of the share option scheme of the Company, the Company proposes to terminate the Existing Share Option Scheme and adopt the New Share Option Scheme. An ordinary resolution will be proposed at the Annual General Meeting to approve the adoption of the New Share Option Scheme and the termination of the Existing Share Option Scheme.

It is proposed that subject to the approval of the Shareholders for the adoption of the New Share Option Scheme, the Existing Share Option Scheme will be terminated upon the adoption of the New Share Option Scheme after all conditions precedent as referred to in the paragraph headed “Conditions of the adoption of the New Share Option Scheme” below have been fulfilled. Operation of the New Share Option Scheme will commence after all the conditions precedent as referred to in the paragraph headed “Conditions of the adoption of the New Share Option Scheme” below have been fulfilled. A summary of the principal terms of the rules of the New Share Option Scheme is set out in Appendix III to this circular.

Given that the Board is entitled to determine any performance targets to be achieved as well as the minimum period that a Share Option must be held before a Share Option can be exercised on a case by case basis, and that the subscription price of a Share Option cannot in any event fall below the price stipulated in the Listing Rules or such higher price as may be fixed by the Board, it is expected that Grantees of the Share Options will make an effort to contribute to the development of the Group so as to bring about an increased market price of the Shares in order to capitalise on the benefits of the Share Options granted.

None of the Directors is a trustee of the New Share Option Scheme nor has a direct or indirect interest in the trustee as no trustees will be appointed under the New Share Option Scheme.

LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company had 85,528,000 share options granted pursuant to the Existing Share Option Scheme which remained outstanding and not exercised. Other than the Existing Share Option Scheme, the Company currently does not maintain any other share option scheme.

Upon termination of the Existing Share Option Scheme, no further options may be granted but in all other respects the provisions of the Existing Share Option Scheme shall remain in full force and effect. Therefore, the adoption of the New Share Option Scheme will not in any event affect the terms of the grant of such outstanding options that has already been granted under the Existing Share Option Scheme and the above outstanding options granted under the Existing Share Option Scheme shall continue to be valid and subject to the provisions of the Existing Share Option Scheme.

As at the Latest Practicable Date, the number of Shares in issue was 666,030,176 Shares. Assuming that there is no change in the number of issued Shares between the period from the Latest Practicable Date and the date of adoption of the New Share Option Scheme, the number of Shares issuable pursuant to the New Share Option Scheme and any other share option schemes of the Company on the date of approval of the New Share Option Scheme will initially be 66,603,017 Shares, being 10% of the total number of Shares in issue on the date of approval of the New Share Option Scheme, unless the Company obtains a fresh approval from its Shareholders to renew the 10% limit on the basis that the maximum number of Shares which may be issued upon exercise of all outstanding share options granted and yet to be exercised under the New Share Option Scheme and any other share option schemes of the Company shall not exceed 30% of the issued share capital of the Company from time to time.

B. Conditions of the adoption of the New Share Option Scheme

The adoption of the New Share Option Scheme is conditional upon:

(i) the passing of the necessary resolution by the Shareholders in the general meeting of the Company to approve and adopt the New Share Option Scheme; and
(ii) the Stock Exchange granting approval of the listing of, and permission to deal in, such number of Shares to be allotted and issued by the Company pursuant to the exercise of any Share Options in accordance with the terms and conditions of the New Share Option Scheme (up to 10% of the shares in issue as at the date of the Annual General Meeting).

Application will be made to the Stock Exchange for the approval of the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of Share Options granted under the New Share Option Scheme.

C. Principal terms of the New Share Option Scheme

The principal terms of the New Share Option Scheme are set out in Appendix III to this circular.

LETTER FROM THE BOARD

The rules of the New Share Option Scheme proposed to be adopted by the Company at the Annual General Meeting will be available for inspection at the principal place of business in Hong Kong at 4C Derrick Industrial Building, 49 Wong Chuk Hang Road, Hong Kong during normal business hours from the date of this circular up to and including the date of Annual General Meeting and at the Annual General Meeting.

D. Values of all Share Options that can be granted under the New Share Option Scheme

The Directors consider that it is not appropriate to state the value of all Share Options that may be granted pursuant to the New Share Option Scheme as if they had been granted on the Latest Practicable Date, because the calculation of the value of the Share Options is based on a number of variables such as the exercise price, exercise period, interest rate, expected volatility and other relevant variables. As no Share Options have been granted under the New Share Option Scheme as at the Latest Practicable Date, certain variables were not available for calculating the value of the Share Options. The Directors believe that any calculation of the value of the Share Options as at the Latest Practicable Date based on a great number of speculative assumptions would not be meaningful to the Shareholders.

5. ACTIONS TO BE TAKEN

Set out on pages 27 to 31 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 adoption of the New Share Option Scheme and termination of the Existing Share Option Scheme.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the Annual General Meeting.

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 17M floor, 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.

LETTER FROM THE BOARD

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. 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 adoption of the New Share Option Scheme and termination of the Existing Share Option Scheme 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. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibilty, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular 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 circular misleading.

10. 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

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

APPENDIX I

Mr. Yip Wai Leung Jerry (“Mr. Yip”) , aged 57, 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, a member of the nomination committee, the authorised representative and the Chairman of the Company. Mr. Yip has commenced his service with the Company on 2 March 2006.

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

		No. of ordinary	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	–	10.04%
(“Always Adept”)(Note 1)
First Win Trading Limited	Beneficial owner		156,080,008	–	23.43%
(“First Win”)(Note 1)
Always New Limited_(Note 1)_	Interest of controlled		222,971,436	–	33.48%
	corporations
New Zealand Professional Trustee	Trustee		222,971,436	–	33.48%
Limited (“Trustee”)(Note 2)
Mr. Yip	Beneficial owner		330,000	–	0.05%
	Beneficial owner		–	340,000	0.05%
				(Note 3)

Notes:

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.
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.
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.

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

APPENDIX I

Mr. Yip confirms that as at the Latest Practicable Date, save as disclosed above, he did not (i) hold any directorships in other company listed on any securities market in Hong Kong or overseas in the last three years and have any other major appointments and professional qualifications and hold any other position with the Company or other members of the 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) have any interests in the Shares within the meaning of Part XV of the SFO.

Mr. Yip has entered into a service contract with the Company expiring on 31 December 2017 whereby he is paid a monthly remuneration of HK$130,000 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 at annual general meeting of the Company 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.

Mr. Tam Chun Wa (“Mr. Tam”) , aged 52, obtained a Master degree of Business Administration from the University of Sydney. Mr. Tam has more than 20 year’s experience in the areas of auditing, accounting, tax, investment banking and company secretarial work. Mr. Tam was the chief financial officer and company secretary of Chinasing Investment Holdings Limited, a company whose shares are listed on the Main Board of Singapore Exchange Securities Trading Limited. He is a member of the Hong Kong Institute of Certified Public Accountants and also a member of CPA (Australia) and Institute of Singapore Chartered Accountants. Mr. Tam is an independent non-executive Director, the chairman of the remuneration committee, a member of the audit committee and the nomination committee of the Company. He has been an independent non-executive Director since 24 August 2011.

Mr. Tam confirms that as at the Latest Practicable Date, save as disclosed above, he did not (i) hold any directorships in other company listed on any securities market in Hong Kong or overseas in the last three years and have any other major appointments and hold any other position with the Company or other members of the 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) have any interests in the Shares within the meaning of Part XV of the SFO.

Mr. Tam and the Company have entered into an appointment letter pursuant to which Mr. Tam is appointed as an independent non-executive Director of the Company for a fixed term of two years. Mr. Tam is entitled to a director fee of HK$120,000 per annum which was determined by reference to the prevailing market rate. Mr. Tam is subject to retirement by rotation and re-election at annual general meeting of the Company pursuant to the Bye-laws.

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

APPENDIX I

Mr. Sean Douglas Mollet (‘‘Mr. Mollet’’) , aged 33, an executive Director, co-founded an Engine Control Unit (“ECU”) company with offices in China and the United States in 2008. He spent several years living in China developing and growing ECU business. During this time he personally oversaw the development of the ECU from concept to release and developed the manufacturing and quality control systems. He has a wide knowledge of local Chinese business, importing to and exporting from mainland China as well as manufacturing and engineering operations.

Mr. Mollet is also a founder of several other companies, including Liberty Logistics, a Pennsylvania based United States East coast distribution company founded in 2001, Open One Solutions, a Chicago based telecommunications company founded in 2006 and 7th Gear Productions, a Chicago based console game development company founded in 2005. He remains an executive director of Liberty Logistics and Open One Solutions as at the Latest Practicable Date. Mr. Mollet additionally holds an executive position at an auto parts manufacturer in the South East of the United States.

Mr. Mollet graduated in Computer Science at the University of Nebraska and Business at DePaul University in Chicago. He has written extensively for trade journals and his writing was first published by PC World Magazine in 1995.

Save as disclosed above, as at the Latest Practicable Date, Mr. Mollet did not hold any directorships in any companies listed on any securities market in Hong Kong or overseas in the last three years or did not have any other major appointments and professional qualifications.

Mr. Mollet has commenced his service with the Company on 1 December 2015. Mr. Mollet has entered into a service agreement with the Company in relation to his appointment as an executive Director for a period from 1 December 2015 to 31 December 2016 and he is entitled to a monthly salary of US$10,000 subject to such increase as the Board (or a committee thereof) may, subject to compliance with the Bye-laws, determine from time to time in its absolute discretion. Mr. Mollet’s salary is determined by the Board with reference to his qualifications and experience and his duties and responsibilities with the Group. Mr. Mollet is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Bye-laws. Mr. Mollet is also entitled under the service agreement, in respect of each financial year of the Company, to a management bonus in such sum as the Board may in its absolute discretion determine, provided that the aggregate amount of management bonuses payable to all Directors for the time being in respect of any financial year of the Company shall not exceed 5 per cent. of the audited consolidated net profit of the Company (after taxation and minority interests and payment of such bonuses but excluding extraordinary items) in respect of each financial year.

Mr. Mollet confirms that as at the Latest Practicable Date, save as disclosed above, he did not (i) hold any other position with the Company or other members of the Group; (ii) have any relationship with any other Directors, senior management, substantial or controlling shareholders of the Company; or (iii) have any interests in the Shares within the meaning of Part XV of the SFO.

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 666,030,176 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 66,603,017 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 distribution or out of the Company’s share premium account before the Shares are repurchased.

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 2015, 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$
2015
April	1.740	0.870
May	1.720	0.770
June	1.200	0.670
July	0.870	0.300
August	0.540	0.310
September	0.460	0.315
October	0.450	0.330
November	0.445	0.340
December	0.375	0.300
2016
January	0.360	0.246
February	0.310	0.246
March	0.410	0.270
April (up to the Latest Practicable Date)	0.355	0.290

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. SHARE REPURCHASE

The Company has not made any repurchases of the Shares in the previous six months before the Latest Practicable Date.

APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

8. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of the knowledge of the Directors having made all reasonable enquiries, any of their close associates (as defined under the Listing Rules) has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell Shares to the Company or its subsidiaries pursuant to any exercise of the Repurchase Mandate.

No core connected person (as defined under the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company, nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Company is authorised to make repurchases of Shares pursuant to any exercise of the Repurchase Mandate.

9. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If on exercise of the power to repurchase Shares 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 could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, Mr. Jerry Yip Wai Leung, Always Adept Limited and First Win Trading Limited (collectively referred to as the “ Concert Group ”), being parties acting in concert, had an aggregate of 223,301,436 Shares, representing approximately 33.53% of the issued share capital of the Company. On the basis that there were 666,030,176 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 the Concert Group would increase to approximately 37.25% of the issued share capital of the Company and the Concert Group would be obliged to make a mandatory offer under Rule 26 of the Takeovers Code.

The Directors have no intention to exercise the Repurchase Mandate to such an extent that it will result in the Concert Group being obliged to make a mandatory offer under the Takeovers Code. Save as disclosed above, the Directors are not aware of any Shareholder or a group of Shareholders acting in concert, who may become obliged to make a mandatory offer under Rule 26 of the Takeovers Code as a consequence of any purchase pursuant to the Repurchase Mandate. The Directors also have no intention to exercise the Repurchase Mandate to such an extent that will result in the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

This Appendix summarise the principal terms of the New Share Option Scheme (“ Share Option Scheme ”) but does not form part of, nor was it intended to be, part of the Share Option Scheme nor should it be taken as effecting the interpretation of the rules of the Share Option Scheme.

(a) PURPOSE OF THE SCHEME

The purpose of the Share Option Scheme is to enable the Group to grant Share Options to the Participants as incentives or rewards 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 and any Invested Entity.

(b) WHO MAY JOIN

The Directors may, in accordance with the provisions of the Share Option Scheme and the Listing Rules, invite any person belonging to any of the following classes of Participants, to take up Share Options to subscribe for Shares:

(aa) any Eligible Employee;
(bb) any non-executive director (including independent non-executive directors) of the Company, any of its Subsidiaries or any Invested Entity;
(cc) any supplier of goods or services to any member of the Group or any Invested Entity;
(dd) any customer of any member of the Group or any Invested Entity;
(ee) any person or entity that provides research, development or other technological support to the Group or any Invested Entity;
(ff) any shareholder of any member of the Group or any Invested Entity or any holder of any securities issued by any member of the Group or any Invested Entity;
(gg) any adviser (professional or otherwise) or consultant to any area of business or business development of any member of the Group or any Invested Entity; and
(hh) any other group or classes of participants who have contributed or may contribute by way of joint venture, business alliance or other business arrangements to the development and growth of the Group.

For the avoidance of doubt, the grant of any share options by the Company for the subscription of Shares to any person who fall within any of the above classes of Participants shall not, by itself, unless the Directors otherwise determined, be construed as a grant of Share Option under the Share Option Scheme.

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

The eligibility of any of the Participants to an offer for the grant of any Share Options shall be determined by the Directors from time to time on the basis of the Directors’ opinion as to his contribution to the development and growth of the Group and any Invested Entity.

(c) MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION

(aa) The maximum number of Shares which may be allotted and issued upon exercise of all outstanding share options granted and yet to be exercised under the Share Option Scheme and any other share option schemes adopted by the Group shall not exceed 30 per cent of the Shares of the Company in issue from time to time. No share options may be granted under the Share Option Scheme or any other share option scheme adopted by the Group if the grant of such share option will result in the limit referred to in this paragraph (aa) being exceeded.
(bb) The total number of Shares which may be allotted and issued upon exercise of all share options (excluding, for this purpose, share options which have lapsed in accordance with the terms of the Share Option Scheme and any other share option schemes of the Group) to be granted under the Share Option Scheme and any other share option schemes of the Group must not in aggregate exceed 10 per cent of the Shares in issue as at the date of approval of the Share Option Scheme by the Shareholders (the “ General Scheme Limit ”).
(cc) Subject to (aa) above and without prejudice to (dd) below, the Company may seek approval of the Shareholders in general meeting to refresh the General Scheme Limit provided that the total number of Shares which may be allotted and issued upon exercise of all share options to be granted under the Share Option Scheme and any other share option schemes of the Group must not exceed 10 per cent of the Shares in issue as at the date of approval of the refreshed limit and for the purpose of calculating the refreshed limit, share options (including those outstanding, cancelled, lapsed or exercised in accordance with the Share Option Scheme and any other share option schemes of the Group) previously granted under the Share Option Scheme and any other share option schemes of the Group will not be counted.
(dd) Subject to (aa) above and without prejudice to (cc) above, the Company may seek separate Shareholders’ approval in general meeting to grant Share Options under the Share Option Scheme beyond the General Scheme Limit or, if applicable, the extended limit referred to in (cc) above to Participants specifically identified by the Company before such approval is sought.
(ee) If the Company conducts a share consolidation or subdivision after the General Scheme Limit, or if applicable, the extended limit referred to in paragraph (cc) above, has been approved in general meeting, the maximum number of Shares that may be issued upon exercise of all options to be granted under the Share Option Scheme or any other share option schemes of the Group under the General Scheme Limit, or if applicable, the extended limit referred to in paragraph (cc) above, as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same.

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

(d) MAXIMUM ENTITLEMENT OF EACH PARTICIPANT

(aa) The total number of Shares issued and which may fall to be issued upon exercise of the Share Options and the share options granted under any other share option schemes of the Group (including both exercised and outstanding share options) to each Participant in any 12-month period must not exceed 1 per cent of the issued Shares for the time being of the Company (the “ Individual Limit ”).
(bb) Any further grant of Share Options to a Participant under the Share Option Scheme would result in the shares issued and to be issued upon exercise of all options granted and proposed to be granted to such person (including exercised, cancelled and outstanding options) under the Share Option Scheme and any other share option schemes of the Group in any 12-month period up to and including the date of such further grant in excess of the Individual Limit, such further grant must be separately approved by the Shareholders in general meeting of the Company with such Participant and his close associates (or his associates if such Participant is a connected person) abstaining from voting.

(e) GRANT OF SHARE OPTIONS TO CONNECTED PERSONS

(aa) Each grant of Share Options to a Director, chief executive or substantial shareholder of the Company, or any of their respective associates must be approved by independent nonexecutive Directors (excluding any independent non-executive Director who or whose associate is the proposed Grantee of Share Options).
(bb) Where any grant of Share Options to a substantial shareholder or an independent nonexecutive Director or any of their respective associates, would result in the Shares issued and to be issued upon exercise of all Share Options already granted and to be granted (including Share Options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of such grant:
(i) representing in aggregate over 0.1 per cent of the relevant class of Shares in issue; and
(ii) having an aggregate value, based on the closing price of the Shares at the date of each grant, in excess of HK$5,000,000;

such further grant of Share Options must be approved by the Shareholders in general meeting. For the purpose of seeking the approval of the Shareholders, the Company must send a circular to the Shareholders containing the information required under the Listing Rules and where the Listing Rules shall so require, the vote at the Shareholders’ meeting convened to obtain the requisite approval shall be taken on a poll with those persons required under the Listing Rules abstaining from voting. Shareholders’ approval is also required for any change in the terms of Share Options granted to a Participant who is a substantial shareholder of the Company or an independent non-executive Director, or any of their respective associates.

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

(f) TIME OF ACCEPTANCE AND EXERCISE OF A SHARE OPTION

An offer of the grant of a Share Option shall have been accepted by a Participant within such time as may be specified in the offer of the grant of a Share Option (which shall not be later than twenty-one (21) days from the Offer Date) and the Share Option in respect of the number of Shares in respect of which the offer was so accepted will be deemed to have been granted on the Offer Date.

A Share Option may be exercised in accordance with the terms of the Share Option Scheme at any time during a period to be determined and notified by the Directors to each grantee (the “ Option Period ”), which period may commence on a day upon which the grant of Share Options is made but shall end in any event not later than 10 years from the Offer Date subject to the provisions for early termination thereof.

(g) PERFORMANCE TARGETS AND MINIMUM PERIOD TO HOLD A SHARE OPTION

Unless the Directors otherwise determined and stated in the offer of the grant of Share Options to a Participant, a Participant is not required to hold a Share Option for any minimum period nor achieve any performance targets before any Share Options granted under the Share Option Scheme can be exercised.

(h) SUBSCRIPTION PRICE FOR SHARES

The subscription price in respect of any Share Option shall, subject to any adjustments made in accordance with the terms of the Share Option Scheme, be at the discretion of the Directors, provided that it shall be not less than the highest of:

(a) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet for trade in one or more board lots of the Shares on the Offer Date;
(b) the average closing price of the Shares as stated in the Stock Exchange’s daily quotations sheets for trade in one or more board lots of the Shares for the five (5) Business Days immediately preceding the Offer Date; and
(c) the nominal value of a Share.

A nominal consideration of HK$1.00 is payable on acceptance of the grant of a Share Option.

(i) RANKING OF SHARES

(aa) Shares allotted upon the exercise of a Share Option will be subject to all the provisions of the Bye-laws and will rank pari passu in all respects with the fully paid Shares in issue on the date on which the Share Option is duly exercised or, if that date falls on a day when the register of members of the Company is closed, the first day of the re-opening of the register of members (the “ Exercise Date ”) and accordingly will entitle the holders thereof to participate in all dividends or other distributions paid or made on or after the Exercise Date other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date thereof shall be before the Exercise Date.

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

No dividend (including distributions made upon the liquidation of the Company) will be payable and no voting rights will be exercisable in relation to a Share Option that has not been exercised. A Share allotted upon the exercise of a Share Option shall not carry voting rights until the completion of the registration of the Grantee of Share Option on the register of members of the Company as the holder thereof.

(bb) Unless the context otherwise requires, references to “Shares” in this paragraph include references to shares forming part of the ordinary equity share capital of the Company of such nominal amount as shall result from a sub-division, consolidation, re-classification or re-construction of the share capital of the Company from time to time.

(j) RESTRICTIONS ON THE TIME OF GRANT OF SHARE OPTIONS

The Company may not grant any Share Options after inside information (as defined in the SFO as amended from time to time) has come to its knowledge until it has announced such information. In particular, the Company may not grant any share option during the period commencing one month immediately preceding the earlier of (i) the date of the meeting of the Board (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for the approval of the Company’s results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules); and (ii) the deadline for the Company to announce its results for any year or half-year under the Listing Rules, or quarterly or any other interim period (whether or not required by the Listing Rules), and ending on the date of the results announcement. The Directors may not grant any Share Option to a Participant who is subject to the Model Code for Securities Transactions by Directors of Listed Companies prescribed by the Listing Rules or any corresponding code or securities dealing restrictions adopted by the Company during the periods or times in which such participant is prohibited from dealing in Shares pursuant to such code.

(k) PERIOD OF THE SHARE OPTION SCHEME

The Share Option Scheme will remain in force for a period of 10 years commencing on the date on which the Share Option Scheme becomes unconditional.

(l) RIGHTS ON DEATH, ILL-HEALTH OR RETIREMENT

If the Grantee of Share Option is an Eligible Employee and in the event of his ceasing to be an Eligible Employee by reason of his death, ill-health or retirement in accordance with his contract of employment before exercising the Share Option in full, his personal representative(s) or, as appropriate, the Grantee of Share Option may exercise the Share Option (to the extent not already exercised) in whole or in part in accordance with the Share Option Scheme within a period of twelve (12) months following the date of cessation of employment which date shall be the last day on which the Grantee of Share Option was at work with the Company or the relevant Subsidiary or the Invested Entity whether salary is paid in lieu of notice or not, or such longer period as the Directors may determine or, if any of the events referred to in sub-paragraph (n),(o) or (p) below occur during such period, exercise the Share Option pursuant to sub-paragraph (n),(o) or (p) below respectively.

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

(m) RIGHTS ON CEASING EMPLOYMENT

If the Grantee of Share Option is an Eligible Employee and in the event of his ceasing to be an Eligible Employee for any reason other than his death, ill-health or retirement in accordance with his contract of employment or the termination of his employment on one or more of the grounds specified in sub-paragraph (r) below before exercising the Share Option in full, the Share Option (to the extent not already exercised) shall lapse on the date of cessation or termination and not be exercisable unless the Directors otherwise determine in which event the Grantee of Share Option may exercise the Share Option (to the extent not already exercised) in whole or in part in accordance with the provisions of the Share Option Scheme within such period as the Directors may determine following the date of such cessation or termination or, if any of the events referred to in sub-paragraph (n),(o) or (p) below occur during such period, exercise the Share Option pursuant to sub-paragraph (n),(o) or (p) below respectively. The date of cessation or termination as aforesaid shall be the last day on which the Grantee of Share Option was actually at work with the Company or the relevant Subsidiary or the Invested Entity whether salary is paid in lieu of notice or not.

(n) RIGHTS ON A GENERAL OFFER

If a general or partial offer, whether by way of take-over offer, share repurchase offer, or scheme of arrangement or otherwise in like manner is made to all the holders of Shares, or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror, the Company shall use all reasonable endeavours to procure that such offer is extended to all the Grantee of Share Option on the same terms, mutatis mutandis, and assuming that they will become, by the exercise in full of the Share Options granted to them, Shareholders. If such offer becomes or is declared unconditional or such scheme of arrangement is formally proposed to Shareholders, the Grantee of Share Option shall, notwithstanding any other terms on which his Share Options were granted, be entitled to exercise the Share Option (to the extent not already exercised) to its full extent or to the extent specified in the Grantee of Share Option’s notice to the Company in accordance with the provisions of the Share Option Scheme at any time thereafter and up to the close of such offer (or any revised offer) or the record date for entitlements under scheme of arrangement, as the case may be.

(o) RIGHTS ON WINDING UP

In the event of a resolution being proposed for the voluntary winding-up of the Company during the Option Period, the Grantee of Share Option may, subject to the provisions of all applicable laws, by notice in writing to the Company at any time not less than two (2) Business Days prior to the date on which such resolution is to be considered and/or passed, exercise his Share Option (to the extent not already exercised) either to its full extent or to the extent specified in such notice in accordance with the provisions of the Share Option Scheme and the Company shall allot and issue to the Grantee of Share Option the Shares in respect of which such Grantee of Share Option has exercised his Option not less than one (1) Business Day before the date on which such resolution is to be considered and/or passed whereupon he shall accordingly be entitled, in respect of the Shares allotted and issued in the aforesaid manner, to participate in the distribution of the assets of the Company available in liquidation pari passu with the holders of the Shares in issue on the day prior to the date of such resolution. Subject thereto, all Share Options then outstanding shall lapse and determine on the commencement of the winding-up of the Company.

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

(p) RIGHTS ON A COMPROMISE OR ARRANGEMENT BETWEEN THE COMPANY AND ITS CREDITORS

In the event of a compromise or arrangement between the Company and its creditors (or any class of them) or between the Company and the Shareholders (or any class of them), in connection with a scheme for the reconstruction or amalgamation of the Company, the Company shall give notice thereof to all Grantees of Share Option on the same day as it gives notice of the meeting to the Shareholders or creditors to consider such scheme or arrangement, and thereupon any Grantee of Share Option may forthwith and until the expiry of the period commencing with such date and ending with the earlier of the date falling two (2) calendar months thereafter or the date on which such compromise or arrangement is sanctioned by the Court be entitled to exercise his Share Option (to the extent not already exercised), but the exercise of the Share Option shall be conditional upon such compromise or arrangement being sanctioned by the Court and becoming effective. The Company may thereafter require such Grantee of Share Option to transfer or otherwise deal with the Shares issued as a result of such exercise of his Share Option so as to place the Grantee of Share Option in the same position as nearly as would have been the case had such Shares been subject to such compromise or arrangement. Subject thereto, all outstanding Share Option shall lapse and determine on the date the proposed compromise or arrangement becomes effective.

(q) RIGHTS OF GRANTEE OF SHARE OPTION WHICH IS A COMPANY WHOLLY OWNED BY ONE OR MORE PARTICIPANTS

If the Grantee of Share Option is a company wholly owned by one or more Participants:

(i) the provisions of sub-paragraphs (l), (m), (r) and (s) shall apply to the Grantee of Share Option and to the Share Options granted to such Grantee of Share Option, mutatis mutandis, as if such Share Options had been granted to the relevant Participant, and such Share Options shall accordingly lapse or fall to be exercisable after the event(s) referred to in subparagraphs (l), (m), (r) and (s) shall occur with respect to the relevant Participant; and
(ii) the Share Options granted to the Grantee of Share Option shall lapse and determine on the date the Grantee of Share Option ceases to be wholly owned by the relevant Participant provided that the Directors may in their absolute discretion decide that such Share Options or any part thereof shall not so lapse or determine subject to such conditions or limitations as they may impose.

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

(r) RIGHTS ON DISMISSAL

The Option Period in respect of any Share Option shall automatically terminate and that Share Option (to the extent not already exercised) shall lapse, in respect of a Grantee of Share Option who is an Eligible Employee, on the date on which the Grantee of Share Option ceases to be an Eligible Employee by reason of a termination of his employment with any member of the Group or any Invested Entity on the grounds that he has been guilty of persistent or serious misconduct, or has committed any act of bankruptcy or has become insolvent or has made any arrangement or composition with his creditors generally, or has been convicted of any criminal offence (other than an offence which in the opinion of the Directors does not bring the Grantee of Share Option or the Group or the Invested Entity into disrepute), or (if so determined by the Directors) on any other ground on which an employer would be entitled to terminate his employment at common law or pursuant to any applicable laws or under the Eligible Employee’s service contract with the Company or the relevant Subsidiary or the relevant Invested Entity.

(s) RIGHTS ON BREACH OF CONTRACT

The Option Period in respect of any Share Option shall automatically terminate and that Share Option (to the extent not already exercised) shall lapse, in respect of a Grantee of Share Option other than an Eligible Employee, the date on which the Directors shall at their absolute discretion determine that (aa) such Grantee of Share Option or his associate has committed any breach of any contract entered into between the Grantee of Share Option or his associate on the one part and the Group or any Invested Entity on the other part; or (bb) that the Grantee of Share Option has committed any act of bankruptcy or has become insolvent or is subject to any winding-up, liquidation or analogous proceedings or has made any arrangement or composition with his creditors generally; or (cc) such Grantee of Share Option could no longer make any contribution to the growth and development of the Group by reason of the cessation of its relations with the Group or by any other reason whatsoever.

(t) ADJUSTMENTS OF THE SUBSCRIPTION PRICE OR OTHER TERMS

In the event of a capitalisation of profits or reserves, rights issue, consolidation or sub-division of Shares or reduction of the share capital of the Company whilst a Share Option remains exercisable or the Share Option Scheme remains in effect, such corresponding alterations (if any) certified in writing by the then auditors of or an independent financial adviser to the Company as fair and reasonable and at the same time satisfy with the requirements of the Listing Rules will be made to the number; and/or nominal amount of Shares and/or the subscription price for Shares subject to Share Option already granted; and/or the number of Shares comprised in a Share Option or which remain comprised in a Share Option, provided that (i) any adjustments shall give a Grantee the same proportion of the issued share capital to which he was entitled prior to such adjustments; (ii) no adjustments shall be made the effect of which would be to enable a Share to be issued at less than its nominal value; (iii) no such adjustment will be required in circumstances where there is an issue of Shares or other securities of the Group as consideration in a transaction; and (iv) any such adjustment shall be made in compliance with such rules, codes and guidance notes of the Stock Exchange from time to time. In addition, in respect of any such adjustments, other than any made on a capitalisation issue, the Company’s auditors or independent financial adviser must confirm to the Directors in writing that the adjustments satisfy the requirements of the relevant provision of the Listing Rules.

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

(u) CANCELLATION OF SHARE OPTIONS

Subject to the provisions of the Share Option Scheme and Chapter 17 of the Listing Rules, any Share Option granted but not exercised may not be cancelled except with the prior written consent of the relevant Grantee of the Share Option and the approval of the Directors.

Where the Company cancels any Share Options granted to a Grantee of Share Options but not exercised and issues new ones to the same Grantee, the issue of such new Share Options may only be made with available unissued Share Options (excluding, for this purpose, the cancelled Share Options) within the General Scheme Limit or the limits approved by Shareholders according to the provisions of the Share Option Scheme.

(v) TERMINATION OF THE SHARE OPTION SCHEME

The Company may by resolution in general meeting at any time terminate the operation of the Share Option Scheme and in such event no further Share Options shall be offered but in all other respects the provisions of the Share Option Scheme shall remain in force to the extent necessary to give effect to the exercise of any Share Options (to the extent not already exercised) granted prior to the termination or otherwise as may be required in accordance with the provisions of the Share Option Scheme. Share Options (to the extent not already exercised) granted prior to such termination shall continue to be valid and exercisable in accordance with the Share Option Scheme.

(w) RIGHTS ARE PERSONAL TO THE GRANTEE OF SHARE OPTION

A Share Option is personal to the Grantee of Share Option and shall not be transferable or assignable and no Grantee of Share Option shall in any way sell, transfer, charge, mortgage, encumber or otherwise dispose of or create any interest in favour of any third party over or in relation to any Share Option or to enter into any agreement so to do. Any breach of the foregoing by a Grantee of Share Option shall entitle the Company to cancel any outstanding Share Option or part thereof granted to such Grantee of Share Option to the extent not already exercised.

(x) LAPSE OF OPTION

A Share Option shall lapse automatically (to the extent not already exercised) on the earliest of:

(aa) the expiry of the Option Period;
(bb) the expiry of the periods or dates referred to in paragraphs (l), (m), (n), (o), (p), (q), (r) and (s); and
(cc) the date on which a breach of the provision of paragraph (w) is committed.

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

(y) OTHERS

(aa) The terms and conditions of the Share Option Scheme may be altered in any respect by a resolution of the Directors except that the provisions of the Share Option Scheme as to the definitions of “Eligible Participants”, “Grantee”, “Option Period” and “Termination Date” and the provisions relating to the matters set out in Rule 17.03 of the Listing Rules shall not be altered to the advantage of Grantees of the Share Options in the absence of the prior sanction of a resolution of the Shareholders in general meeting, provided that no such alteration shall operate to affect adversely the terms of issue of any Share Option granted or agreed to be granted prior to such alteration except with the consent or sanction of such majority of the Grantees of the Share Option as would be required of the holders of the Shares under the Bye-laws for a variation of the rights attached to the Shares.
(bb) Any alterations to the terms and conditions of the Share Option Scheme which are of a material nature or any change to the terms of Share Options granted must be approved by the Shareholders in general meeting, except where the alterations take effect automatically under the existing terms of the Share Option Scheme.
(cc) The terms of the Share Option Scheme and/or any Share Options amended pursuant to this paragraph (y) must comply with the applicable requirements of the Listing Rules.
(dd) Any change to the authority of the Directors or the scheme administrators in relation to any alteration to the terms of the Share Option Scheme must be approved by the Shareholders in general meeting.

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 Joint Professional Centre, Unit 1, G/F, The Center, 99 Queen’s Road Central, Hong Kong at 11:00 a.m. on Friday, 27 May 2016 to consider and, if thought fit, transact the following ordinary businesses:

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 2015;
to re-elect the retiring Directors (each as a separate resolution) and to authorise the board of Directors to fix remuneration of Directors;
to re-appoint BDO Limited as Auditors 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:

“ THAT:
(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;
(b) the approval in paragraph (a) above shall include the authorisation of 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

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

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).”

“ THAT:
(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;
(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
(c) for the purpose of this resolution:

“ 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.”

NOTICE OF ANNUAL GENERAL MEETING

“ 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 numbered 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.”
“ THAT :
(a) subject to and conditional upon The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of and permission to deal in the ordinary shares to be issued pursuant to the exercise of any options granted under the share option scheme of the Company (the “ New Share Option Scheme ”), a copy of which marked “A” is produced to the Meeting and for the purposes of identification signed by the Chairman thereof, the New Share Option Scheme be and is hereby approved and adopted and the directors of the Company be and are hereby authorised to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the New Share Option Scheme including but without limitation:
- (i) to administer the New Share Option Scheme under which options will be granted to participants eligible under the New Share Option Scheme to subscribe for ordinary shares of the Company;
- (ii) to modify and/or amend the New Share Option Scheme from time to time provided that such modification and/or amendment is effected in accordance with the provisions of the New Share Option Scheme relating to modification and/or amendment;
- (iii) to allot and issue from time to time such number of ordinary shares in the capital of the Company as may be required to be issued pursuant to the exercise of the options under the New Share Option Scheme;
- (iv) to make applications at the appropriate time or times to the Stock Exchange and any other stock exchanges upon which the issued shares of the Company may then be listed, for listing of and permission to deal in any ordinary shares which may hereafter from time to time be allotted and issued pursuant to the exercise of the options under the New Share Option Scheme; and
- (v) to consent, if it so deems fit and expedient, to such conditions, modifications and/or variations as may be required or imposed by the relevant authorities in relation to the New Share Option Scheme.

NOTICE OF ANNUAL GENERAL MEETING

(b) subject to and conditional upon the New Share Option Scheme becoming effective, the existing share option scheme (the “ Existing Share Option Scheme ”) for the Company which was adopted by the Company pursuant to the resolution passed by the shareholders in the annual general meeting of the Company held on 5 June 2006 be and is hereby terminated upon the New Share Option Scheme becoming effective (without prejudice to the rights and benefits of and attached to any outstanding options which have been granted under the Existing Share Option Scheme prior to the date of the passing of this resolution).”

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

Hong Kong, 27 April 2016

Head office and principal place of business in Hong Kong:

4C Derrick Industrial Building,

49 Wong Chuk Hang Road

Hong Kong

Notes:

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.
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.
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.
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 17M 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.
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.
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. Sean Douglas Mollet and three independent non-executive Directors, namely Ms. Li Kit Chi Fiona, Mr. So Yin Wai and Mr. Tam Chun Wa.

AI assistant

Green Energy Group Limited — Proxy Solicitation & Information Statement 2016

49600_rns_2016-04-26_74ddd512-3daa-4b3d-8d2b-03feff835589.pdf

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

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

LETTER FROM THE BOARD

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

1. INTRODUCTION

LETTER FROM THE BOARD

2. RE-ELECTION OF DIRECTORS

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

LETTER FROM THE BOARD

4. ADOPTION OF NEW SHARE OPTION SCHEME AND TERMINATION OF EXISTING SHARE OPTION SCHEME

A. The Existing Share Option Scheme and the New Share Option Scheme

LETTER FROM THE BOARD

B. Conditions of the adoption of the New Share Option Scheme

C. Principal terms of the New Share Option Scheme

LETTER FROM THE BOARD

D. Values of all Share Options that can be granted under the New Share Option Scheme

5. ACTIONS TO BE TAKEN

6. VOTING BY POLL

7. RECOMMENDATIONS

8. GENERAL

9. RESPONSIBILITY STATEMENT

10. MISCELLANEOUS

APPENDIX I

1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

2. SHARE CAPITAL

3. REASONS FOR REPURCHASES

4. FUNDING OF REPURCHASES

5. SHARE PRICES

6. UNDERTAKING

7. SHARE REPURCHASE

8. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

9. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

(a) PURPOSE OF THE SCHEME

(b) WHO MAY JOIN

(c) MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION

APPENDIX III

(d) MAXIMUM ENTITLEMENT OF EACH PARTICIPANT

(e) GRANT OF SHARE OPTIONS TO CONNECTED PERSONS

(f) TIME OF ACCEPTANCE AND EXERCISE OF A SHARE OPTION

(g) PERFORMANCE TARGETS AND MINIMUM PERIOD TO HOLD A SHARE OPTION

(h) SUBSCRIPTION PRICE FOR SHARES

(i) RANKING OF SHARES

(j) RESTRICTIONS ON THE TIME OF GRANT OF SHARE OPTIONS

(k) PERIOD OF THE SHARE OPTION SCHEME

(l) RIGHTS ON DEATH, ILL-HEALTH OR RETIREMENT

APPENDIX III

(m) RIGHTS ON CEASING EMPLOYMENT

(n) RIGHTS ON A GENERAL OFFER

(o) RIGHTS ON WINDING UP

APPENDIX III

(p) RIGHTS ON A COMPROMISE OR ARRANGEMENT BETWEEN THE COMPANY AND ITS CREDITORS

(q) RIGHTS OF GRANTEE OF SHARE OPTION WHICH IS A COMPANY WHOLLY OWNED BY ONE OR MORE PARTICIPANTS

APPENDIX III

(r) RIGHTS ON DISMISSAL

(s) RIGHTS ON BREACH OF CONTRACT

(t) ADJUSTMENTS OF THE SUBSCRIPTION PRICE OR OTHER TERMS

(u) CANCELLATION OF SHARE OPTIONS

(v) TERMINATION OF THE SHARE OPTION SCHEME

(w) RIGHTS ARE PERSONAL TO THE GRANTEE OF SHARE OPTION

(x) LAPSE OF OPTION

(y) OTHERS

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

NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING

More from Green Energy Group Limited

Green Energy Group Limited Proxy Solicitation & Information Statement 2016

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

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

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