Comtec Solar Systems Group Limited (Incorporated in the Cayman Islands with limited liability)

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Comtec Solar Systems Group Limited, you should at once hand this circular, together with the accompanying form of proxy to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. 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. Comtec Solar Systems Group Limited (Incorporated in the Cayman Islands with limited liability) (Stock code: 712) SUBSCRIPTIONS OF NEW SHARES UNDER SPECIFIC MANDATES AND NOTICE OF EGM A notice convening the extraordinary general meeting of Comtec Solar Systems Group Limited to be held at 5/F, BOC Group Life Assurance Tower, 136 Des Voeux Road Central, Hong Kong at 10:00 a.m. on 26 February 2016 is set out on pages 15 to 17 of this circular. Whether or not you are able to attend the meeting in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible and deposit the same with the Company s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the commencement of the 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 meeting or any adjournment thereof should you so wish. 11 February 2016

2 CONTENTS Page Contents... i Definitions... 1 Letter from the Board... 4 Notice of EGM i

3 DEFINITIONS In this circular, unless the context otherwise requires, the following expressions have the following meanings: Beijing Bohai Board Beijing Bohai Jinkong Investment Co., Ltd.* ( 北 京 博 海 金 控 投 資 有 限 公 司 ), a company incorporated in the PRC with limited liability; the board of Directors of the Company; Business Day a day other than a Saturday or Sunday on which commercial banks are open for business in Hong Kong; China First Capital Closing Date China First Capital Group Limited, a company incorporated in Cayman Islands with limited liability, whose shares are listed on the Main Board of the Stock Exchange; the date on which the Completion takes place; Company Comtec Solar Systems Group Limited, a company incorporated in the Cayman Islands whose shares are listed on the Stock Exchange; Completion the completion of the Subscriptions on the terms and subject to the conditions set out in the respective Subscription Agreements; Conditions Precedent connected person Director(s) EGM Fonty GF Holding the conditions precedent under the respective Subscription Agreements set out in the paragraph headed The Subscription Agreements Conditions Precedent of this circular; hasthemeaningascribedtoitunderthelistingrules; the director(s) of the Company; an extraordinary general meeting of the Company to be convened to consider and, if thought fit, passing the resolution(s) to approve, among others, the Subscription Agreements and the Specific Mandates; Fonty Holdings Limited, a company incorporated in the British Virgin Islands with limited liability which is 100% beneficially owned by Mr. Zhang; Guolian Financial Holding Group Co., Limited ( 國 聯 金 融 控 股 集 團 有 限 公 司 ), a company incorporated in Hong Kong with limited liability; 1

4 DEFINITIONS GF Holding Subscription Agreement Group Henan Wanzhong HK$ Latest Practicable Date Li Subscription Agreement Listing Committee Listing Rules Mr. Li Mr. Zhang New Citic the subscription agreement dated 11 January 2016 entered into between the Company and GF Holding; the Company and its subsidiaries; Henan Wanzhong Group Co., Ltd.* ( 河 南 萬 眾 集 團 有 限 公 司 ), a company incorporated in the PRC with limited liability which is owned as to 98.33% and 1.67% by Beijing Bohai and Mr. Li, respectively; Hong Kong dollar, the lawful currency of Hong Kong; 2 February 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular; the subscription agreement dated 11 January 2016 entered into between the Company and Mr. Li; the listing committee of the Stock Exchange; the Rules Governing the Listing of Securities on the Stock Exchange; Mr. Li Wanbin ( 李 萬 斌 ), an individual independent of both of the Company and connected persons of the Company; Mr. John Zhang, an executive Director and a substantial Shareholder which is interested in 624,283,550 Shares, representing approximately 44.85% of the issued share capital of the Company as at the date of this circular; New Citic International Capital Co., Ltd ( 新 中 信 國 際 資 本 有 限 公 司 ), a company incorporated in the British Virgin Islands with limited liability; Notice the notice convening the EGM as set out on pages 15 to 17 of this circular; PRC Share(s) Shareholder(s) the People s Republic of China; ordinary share(s) of HK$0.001 each in the share capital of the Company; the shareholder(s) of the Company; 2

5 DEFINITIONS Specific Mandates the proposed specific mandates to be sought from Shareholders at the EGM to (i) allot and issue the 672,900,231 Subscription Shares to GF Holding; and (ii) allot and issue the 255,238,019 Subscription Shares to Mr. Li (or a company wholly-owned and designated by Mr. Li); Stock Exchange Subscribers Subscription Agreements Subscription Price the Stock Exchange of Hong Kong Limited; GF Holding and Mr. Li (or a company wholly-owned and designated by Mr. Li); GF Holding Subscription Agreement and Li Subscription Agreement; HK$0.66 per Subscription Share; Subscriptions the subscriptions of the Subscription Shares by the respective Subscribers pursuant to the terms and conditions of the respective Subscription Agreements; Subscription Shares the 672,900,231 Shares and 255,238,019 Shares to be allotted and issued by the Company for subscriptions by GF Holding and Mr. Li (or a company wholly-owned and designated by Mr. Li), respectively; Surrich International Takeovers Code Surrich International Company Limited ( 錫 洲 國 際 有 限 公 司 ), a company incorporated in Hong Kong with limited liability; Hong Kong Code on Takeovers and Mergers and Share Buy-backs; % per cent. 3

6 Comtec Solar Systems Group Limited (Incorporated in the Cayman Islands with limited liability) (Stock code: 712) Executive Directors: Mr. John Zhang (Chairman and Chief Executive Officer) Mr. Chau Kwok Keung Mr. Shi Cheng Qi Non-executive Director: Mr. Donald Huang Independent non-executive Directors: Mr. Leung Ming Shu Mr. Kang Sun Mr. Daniel DeWitt Martin Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY Cayman Islands Principal place of business in Hong Kong: Suite 28 35/F Central Plaza 18 Harbour Road Wanchai Hong Kong 11 February 2016 To the Shareholders Dear Sir/Madam, SUBSCRIPTION OF NEW SHARES UNDER SPECIFIC MANDATES AND NOTICE OF EGM INTRODUCTION Reference is made to the announcement of the Company dated 11 January On 11 January 2016, the Company entered into a Subscription Agreement with each of GF Holding and Mr. Li, respectively, both being independent third parties, pursuant to which the Company has conditionally agreed to issue, and each of Subscribers has conditionally agreed to subscribe for, the Subscription Shares at a subscription Price of HK$0.66 per Subscription Share. The purpose of this circular is to provide you with further information and give you notice of the EGM to consider and, if thought fit, to approve the Subscription Agreements and the transactions contemplated thereunder and the granting of the Specific Mandates. 4

7 THE SUBSCRIPTION AGREEMENTS Date 11 January 2016 Parties to the Subscription Agreements Issuer: Subscriber: the Company GF Holding under the GF Holding Subscription Agreement entered into between the Company and GF Holding; Mr. Li under the Li Subscription Agreement entered into between the Company and Mr. Li. GF Holding is an investment holding company incorporated in Hong Kong which is owned as to 40.00%, 35.00% and 25.00% by Surrich International, China First Capital and New Citic, respectively. To the best of the Directors knowledge, information and belief, having made all reasonable enquiries, the Subscribers are independent of and not related to each other. Subscription Shares GF Holding will subscribe for 672,900,231 Subscription Shares, representing (i) approximately 48.35% of the existing issued share capital of the Company, and (ii) approximately 29.00% of the issued share capital of the Company as enlarged by the Subscriptions. Mr. Li will subscribe for, or will procure a company wholly-owned and designated by him to subscribe for, 255,238,019 Subscription Shares, representing (i) approximately 18.34% of the existing issued share capital of the Company, and (ii) approximately 11.00% of the issued share capital of the Company as enlarged by the Subscriptions. Subscription Price The Subscription Price of HK$0.66 per Subscription Share was arrived at after arm s length negotiation between the Company and the Subscribers based on a 5% discount to the average closing price of the Shares during the period for the last thirty trading days immediately prior to the date of the Subscription Agreements. The Subscription Price represents: (i) a discount of approximately 20.48% to the closing price of HK$0.83 per Share as quoted on the Stock Exchange on 8 January 2016, being the last trading day before the date of the Subscription Agreements; 5

8 (ii) a discount of approximately 10.81% to the average closing price of HK$0.74 per Share as quoted on the Stock Exchange for the last five trading days immediately prior to 8 January 2016; (iii) a discount of approximately 8.33% to the average closing price of HK$0.72 per Share as quoted on the Stock Exchange for the last ten trading days immediately prior to 8 January 2016; and (iv) a premium of approximately 15.79% to the closing price of HK$0.57 per Share as quoted on the Stock Exchange as at the Latest Practicable Date. The Directors are of the opinion that the Subscription Price is fair and reasonable and is in the best interest of the Company and the Shareholders. Ranking The Subscription Shares will, when fully paid, rank pari passu in all respects with the existing issued Shares of the Company upon issuance. Conditions Precedent Completion of each of the Subscriptions shall be conditional on: (i) (ii) there shall not have occurred any material breach of any representation, warranty or undertaking given by the Company in the respective Subscription Agreements (or any such representation, warranty or undertaking is otherwise rendered inaccurate, untrue or misleading in any material respect) at and as of the Closing Date; satisfaction and compliance with the applicable requirements under the Listing Rules regarding the Subscription, including the passing of resolution(s) by the Shareholders to approve the respective Subscription Agreements and the transactions contemplated thereunder and the grant of the Specific Mandates for the allotment and issue of the Subscription Shares, at the EGM; and (iii) the Listing Committee granting the listing of and permission to deal in the Subscription Shares on the Stock Exchange (and such listing and permission not subsequently revoked prior to the delivery of definitive share certificate(s) representing the Subscription Shares under the respective Subscription Agreements). The Company shall use all reasonable efforts to procure the Conditions Precedent above to be fulfilled at or before 8:00 a.m. (Hong Kong time) on 11 April If the Conditions Precedent above are not fulfilled at or before 8:00 a.m. on 11 April 2016 or such later time and/or date as may be agreed between the Company and each of the Subscribers, or if Completion does not take place on or before the ninetieth (90th) Business Day after the date of the Subscription Agreements or such later date as may be agreed between the Company and each of the Subscribers, the obligations and liabilities of the Subscribers and the Company under the respective Subscription Agreements shall be null and void and none of the Company or the Subscribers (as applicable) shall have any claim against the other party for costs, 6

9 damages, compensation or otherwise, except for any antecedent breach of any obligation under the respective Subscription Agreements. In the event that the Conditions Precedent above are not fulfilled at or before 8:00 a.m. on 11 April 2016 and the Subscriptions are to be extended to a later date as may be agreed between the Company and each of the Subscribers, the Specific Mandate(s) approved may no longer be valid in the circumstances and the Company shall then re-comply with the then applicable requirements of the Listing Rules, including where necessary, making further announcement(s) and seeking separate specific mandate(s) from the Shareholders at an extraordinary general meeting of the Company. For the avoidance of doubts, the Subscriptions under the Subscription Agreements are not inter-conditional to each other. In the event that only GF Holding shall proceed with the subscription of the 672,900,231 Subscription Shares pursuant to the GF Holding Subscription Agreement, the Company do not expect GF Holding will trigger the Takeovers Code on the basis that the Company has the right to unilaterally terminate the GF Holding Subscription Agreement if the allotment and issue of the Subscription Shares to GF Holding would lead to circumstances where GF Holding would hold 30% or more of the Company s issued share capital immediately after the Completion. Please refer to the sub-section headed Termination below for further details. Completion Completion of the Subscriptions will take place on the Closing Date, which shall be the first Business Day after the date upon which the last of the Conditions Precedent to be satisfied shall have been so satisfied, provided that it shall take place on a date no later than the ninetieth (90th) Business Day after the date of the Subscription Agreements (or such other time and/or date as the Company and each of the Subscribers may agree in writing). Termination Each of the Subscribers may by notice in writing to the Company elect to proceed to Completion or terminate their respective Subscription Agreements, if at any time prior to 8:30 a.m. (Hong Kong time) on the Closing Date, there develops, occurs or comes into force: (i) (ii) any material adverse change to the Group taken as a whole; any new law or regulation in existing laws or regulations in any relevant jurisdiction which prohibits the completion of the transactions contemplated by the respective Subscription Agreements; (iii) material breach of any of the Company s representations, warranties and undertakings as set out in the Subscription Agreements as given on the date of the Subscription Agreements, or any event occurs which would constitute a material breach of any of such representations, warranties and undertakings as if the Company s representations, warranties and undertakings were repeated on the Closing Date by reference to the facts and circumstances then existing; or (iv) material breach by the Company of any provision of the respective Subscription Agreements. 7

10 In addition, pursuant to the GF Holding Subscription Agreement, the Company has the right to unilaterally terminate the GF Holding Subscription Agreement if the allotment and issue of the Subscription Shares to GF Holding would lead to the circumstance where GF Holding would hold 30.00% or more of the Company s issued share capital immediately after the Completion. In the event that GF Holding would hold 30% or more of the Company s issued share capital immediately after the Completion, the Company intends to exercise the right to terminate the GF Holding Subscription Agreement and/or enter into further negotiation with GF Holding and Mr. Li for possible amendments to the terms of their investment. Accordingly, the Company do not expect there would a change of control. In the event that the Subscribers or the Company terminate the respective Subscription Agreements in accordance with provisions as set out above, the further rights and obligations of the parties to the respective Subscription Agreements shall cease immediately on termination, except that clauses relating to costs and taxes, confidentiality, announcement, notices, applicable law and jurisdiction shall survive the termination of the respective Subscription Agreements and shall continue in full force in effect. Termination does not affect aparty s accrued rights and obligations as at the date of termination. Lockup Undertaking For a period of six months after the Closing Date, the Subscribers shall not (unless with the prior written consent of the Company or for the purpose of charging or pledging in favour of banks or licensed financial institutions for a bona fide commercial loan), directly or indirectly, (i) sell, transfer, charge, encumber, create or grant any option over or otherwise dispose of any Subscription Shares; or (ii) enter into any swap, derivative or other arrangement that passes or transfers to another, in whole or in part, any of the economic interests in or beneficial ownership of any Subscription Shares. REASONS FOR THE SUBSCRIPTION AND USE OF PROCEEDS As of the Latest Practicable Date, the Group was principally engaged in the manufacture and sales of solar wafers and related products and provision of processing service for solar products and was one of the few PRC-based solar companies with sizeable overseas production facilities. As part of the strategy of the Company, the production facilities of the Company in Malaysia have been in production and the Company expects the production cost to be reduced accordingly. To further reduce the production cost and enhance competitiveness of the Company on cost reduction, the Company may further increase the production capacity of the manufacturing facilities in Malaysia. Save as disclosed, the Company intends to maintain the existing business of the Group. In addition, the Company intends to explore opportunities with the expansion into the downstream solar business to integrate with existing upstream solar business of the Group. The Company plans to invest for approximately 200 megawatt downstream solar projects within Depending on and subject to the market conditions and opportunities, the Company contemplates the investment to be either in the form of green field self-developed projects and/ or by way of acquisitions of downstream projects. As of the Latest Practicable Date, the Company has yet to make any capital commitments or identify any acquisition targets. 8

11 The Board believes that the Subscriptions would be beneficial to the Company in the following aspects: Strengthen the financial position of the Company The Boards intends to use the net proceeds for expanding into downstream solar power business and explore opportunities to integrate with existing upstream solar business of the Group. Under prevailing market conditions, the Board believes that the Subscriptions will strengthen the financial position of the Company and provide financial resources to fund and support the Group s expansion into the downstream solar power business. Broaden the shareholder base of the Company with strategic value The Board considers that, while broadening the shareholder base of the company, the Subscriptions represent a valuable opportunity for the Company to bring in renowned investors with strong financial resources and background and wide business network, which in turn would bring strategic value to the Company. The Board believes that by leveraging on the investors strong expertise, experience and business network in the financial and energy sectors, the Company will be well-equipped to continue to grow and expand its business. In particular, the Board believes that the investors could contribute their strong experiences and business networks to enable the Company to identify potential project opportunities. Furthermore, the investors could also contribute their expertises and business networks to exploring financial institutions for project financing and negotiating with financial institutions for obtaining financing terms which would be more suited to the needs of the Company in downstream solar projects. More importantly, their profound experiences in the financial and energy sectors would be of value to the Company in formulating the strategies of the Company to expand into the downstream solar business. The Board considers the terms of the Subscription Agreements, which have been negotiatedonanarm s length basis on normal commercial terms, are fair and reasonable and in the interests of the Company and the shareholders as a whole. The net proceeds from the Subscriptions (after deducting related professional fees and related expenses) are expected to be approximately HK$ million. On the basis of plan of the Company as set out above, the Directors intend to use the net proceeds in the following manner: Use of proceeds Expansion into downstream solar power business, including investment in green field self-developed projects and/or by way of acquisitions of downstream projects General working capital of the Company Approximate amount of net proceeds HK$488.9 million or 80.0% HK$ million or 20.0% 9

12 INFORMATION ABOUT THE GROUP AND THE SUBSCRIBERS The Group is principally engaged in the manufacture and sales of solar wafers and related products and provision of processing services for solar products. GF Holding is an investment holding company incorporated in Hong Kong which is owned as to 40.00%, 35.00% and 25.00% by Surrich International, China First Capital and New Citic. Surrich International is wholly-owned by Wuxi Guolian Development (Group) Co., Ltd.* ( 無 錫 市 國 聯 發 展 ( 集 團 ) 有 限 公 司 )( Guolian Group ), a wholly state-owned limited liability company established in the PRC. Guolian Group and its subsidiaries are principally engaged in investment holding of wide range of investments in the financial sector, including but not limited to, banks, securities firms, insurance, trust and funds. Guolian Group was named as Top 500 Service Enterprises in China in 2014 and as of the Latest Practicable Date, Guolian Group managed assets of over RMB400 billion. Guolian Group also possesses strong expertise and experience in investing in green energy businesses and has a strong track record in this regard, including investment in Wuxi Guolian Environmental Science & Technology Co., Ltd.* ( 無 錫 國 聯 環 保 科 技 股 份 有 限 公 司 ), whose shares are traded on the National Equities Exchange and Quotations ( 全 國 中 小 企 業 股 份 轉 讓 系 統 ), and Wuxi Huaguang Boiler Co., Ltd.* ( 無 錫 華 光 鍋 爐 股 份 有 限 公 司 ), whose shares are listed on the Shanghai Stock Exchange. China First Capital is an investment holding company whose shares are listed on the Stock Exchange. China First Capital and its subsidiaries are principally engaged in the research and development, design, manufacturing and sale of various automobile shock absorbers and has more than 50 years of experience in the industry. Since the end of 2014, China First Capital has tapped into new business including investment migration advisory services and financial consultancy and advisory services, in order to facilitate the diversification of its business and further expand its asset portfolio and revenue sources. As of the Latest Practicable Date, China First Capital focused on three financial sectors, namely corporate investment financing, asset management and overseas consumers financing, and offered services such as financing for mergers and acquisitions, securities trading, asset management, loan financing and overseas financing. New Citic is principally engaged in investment in international capital market and the provision of offshore financial service to enterprises in the PRC. Mr. Li is a PRC citizen and the chairman of Henan Wanzhong and the controlling shareholders of Henan Wanzhong through Beijing Bohai. Henan Wanzhong primarily focuses on investment in financial, energy and real estate sectors and is principally engaged in the businesses of comprehensive natural gas utilization, with a power generation capacity of 1,600,000 kilowatt, real estate development and financial investment, including Henan Tianli Energy Co., Ltd.* ( 河 南 天 利 能 源 股 份 有 限 公 司 ), Luoyang People Geely Thermoelectricity Co., Ltd.* ( 洛 陽 萬 眾 吉 利 熱 電 有 限 公 司 ), Zhengzhou Ganghua Petroleum Co., Ltd.* ( 鄭 州 港 華 石 油 有 限 公 司 ), Anyang Tianli Petrochemical Sales Co., Ltd.* ( 安 陽 天 利 石 油 化 工 銷 售 有 限 公 司 ), Wanzhong Real Estate Development Co., Ltd.* ( 萬 眾 房 地 產 發 展 有 限 公 司 ), Xinyang Tianli Properties Limited* ( 信 陽 天 利 罝 業 有 限 公 司 ). As of 30 September 2015, Henan 10

13 Wanzhong had total assets of over RMB9.58 billion, with revenue of approximately RMB4.71 billion and net asset of over RMB2.88 billion. Mr. Li has extensive experience and business contacts in the energy as well as the financial sectors. To the best of the Directors knowledge, information and belief, having made all reasonable enquiries, each of the Subscribers, Surrich International, China First Capital and New Citic is a third party independent of the Company and connected persons of the Company. EFFECT OF THE SUBSCRIPTIONS ON SHAREHOLDING STRUCTURE The shareholding structure of the Company immediately before and after the Subscriptions is summarised as follows (Note 1): Immediately As at the date of this circular after completion of the Subscriptions No. of Shares % No. of Shares % Mr. Zhang (Note 2) 624,283, ,283, Shares held by the Subscribers GF Holding 672,900, Mr. Li (or a company whollyowned and designated by Mr. Li) 255,238, Public Shareholders 767,578, ,578, Total 1,391,861, ,320,000, Notes: (1) The table above assumes no Shares will be issued pursuant to the employee share option scheme of the Company between the date of this circular and the completion of the Subscriptions. (2) As at the date of this circular, Mr. Zhang is the sole shareholder of Fonty and is therefore deemed to be interested in the 576,453,844 Shares held by Fonty. Mr. Zhang is also deemed to be interested in 47,829,706 Shares which are beneficially owned by Mr. Alan Zhang, Mr. Zhang s child under the age of 18, as beneficiary of Zhang Trusts For Descendants, which is an irrevocable trust set up by Mr. Zhang for the benefit of his descendants and of which J.P. Morgan Trust Company of Delaware is the trustee. The Board considers that the Company can maintain the minimum public float as prescribed by the Listing Rules upon completion of the Subscriptions. FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS The Company has not conducted any equity fund raising activities in the past twelve months preceding the date of this circular. 11

14 APPLICATIONS FOR LISTING Applications will be made to the Stock Exchange for the grant of listing of and permission to deal in the Subscription Shares. EGM The Subscription Shares will be allotted and issued under the two Specific Mandates to be sought from the Shareholders at the EGM to (i) allot and issue the 672,900,231 Subscription Shares to GF Holding pursuant to the terms and conditions of the GF Holding Subscription Agreement; and (ii) allot and issue the 255,238,019 Subscription Shares to Mr. Li (or a company wholly-owned and designated by Mr. Li) pursuant to the terms and conditions of the Li Subscription Agreement. A notice convening the EGM to be held at 5/F, BOC Group Life Assurance Tower, 136 Des Voeux Road Central, Hong Kong at 10:00 a.m. on 26 February 2016 is set out on pages 15 to 17 of this circular. To the best knowledge, information and belief of the Directors, and having made all reasonable enquiries, no Shareholder has material interest in the Subscription Agreements and therefore, no Shareholder would be required to abstain from voting at the EGM. The resolution(s) proposed to be approved at the EGM will be taken by poll and an announcement will be made by the Company on the results of the EGM. A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the endorsed form of proxy in accordance with the instructions printed thereon and return it to the Company s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time fixed for holding the EGM. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM should you so desire. CLOSURE OF REGISTER OF MEMBERS The transfer books and register of members of the Company will be closed from Wednesday, 24 February 2016 to Friday, 26 February 2016, both dates inclusive, for the purpose of determining shareholders entitlements to attend and vote at the EGM. In order to qualify for the right to attend and vote at the meeting, all transfers, accompanied by the relevant share certificates, must be lodged with the Company s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Tuesday, 23 February

15 RESPONSIBLE STATEMENT This circular, for which the Directors collectively and individually accept full responsibility, 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. RECOMMENDATION On the basis of the information set out in this circular, the Directors consider that the issue of the Subscription Shares is in the best interests of the Company and the Shareholders as a whole and therefore recommend you to vote in favour of the resolutions for approving the Subscription Agreements and transactions contemplated thereunder and the granting of the Specific Mandates at the EGM. Yours faithfully, For and on behalf of the Board of Comtec Solar Systems Group Limited John ZHANG Chairman 13

16 NOTICE OF EGM Comtec Solar Systems Group Limited (Incorporated in the Cayman Islands with limited liability) (Stock code: 712) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting of Comtec Solar Systems Group Limited (the Company ) will be held at 5/F, BOC Group Life Assurance Tower, 136 Des Voeux Road Central, Hong Kong at 10:00 a.m. on 26 February 2016 to consider and, if thought fit, passing, with or without modifications, the following ordinary resolutions of the Company: 1. THAT ORDINARY RESOLUTIONS (a) (b) (c) the subscription agreement entered into between the Company and Guolian Financial Holding Group Co., Limited ( GF Holding ) dated 11 January 2016 ( GF Holding Subscription Agreement ), pursuant to which the Company has conditionally agreed to issue and GF Holding has conditionally agreed to subscribe for 672,900,231 ordinary shares of HK$0.001 each in the share capital of the Company ( Subscription Shares, and each a Subscription Share )at the subscription price of HK$0.66 per Subscription Share, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; the directors of the Company (the Directors ) be and are hereby granted a specific mandate ( Specific Mandate ) to exercise the powers of the Company to allot and issue the 672,900,231 Subscription Shares to GF Holding in accordance with the terms and conditions of the GF Holding Subscription Agreement, where such Subscription Shares shall rank equally in all respects among themselves and with all fully paid ordinary shares of the Company in issue as at the date of allotment and issue and the Specific Mandate is in addition to, and shall not prejudice nor revoke, any general or specific mandate(s) which has/have been granted or may from time to time be granted to the Directors prior to the passing of this resolution; and any one Director be and is hereby authorised to do all such things and acts as he may in his discretion consider as necessary, appropriate, expedient or desirable for the purpose of or in connection with the implementation of the GF Holding Subscription Agreement and the transactions contemplated thereunder, including but not limited to the execution of all such documents under seal 14

17 NOTICE OF EGM 2. THAT where applicable, as he considers necessary or expedient in his opinion to implement and/or give effect to the allotment and issue of Subscription Shares, provided that all such things and acts shall be limited to administrative nature and ancillary to the implementation of the GF Holding Subscription Agreement. (a) (b) (c) the subscription agreement entered into between the Company and Mr. Li Wanbin ( 李 萬 斌 ) ( Mr. Li ) dated 11 January 2016 ( Li Subscription Agreement ), pursuant to which the Company has conditionally agreed to issue and Mr. Li (or a company wholly-owned and designated by Mr. Li) has conditionally agreed to subscribe for 255,238,019 Subscription Shares at the subscription price of HK$0.66 per Subscription Share, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; the Directors be and are hereby granted a Specific Mandate to exercise the powers of the Company to allot and issue the 255,238,019 Subscription Shares to Mr. Li (or a company wholly-owned and designated by Mr. Li) in accordance with the terms and conditions of the Li Subscription Agreement, where such Subscription Shares shall rank equally in all respects among themselves and with all fully paid ordinary shares of the Company in issue as at the date of allotment and issue and the Specific Mandate is in addition to, and shall not prejudice nor revoke, any general or specific mandate(s) which has/have been granted or may from time to time be granted to the Directors prior to the passing of this resolution; and any one Director be and is hereby authorised to do all such things and acts as he may in his discretion consider as necessary, appropriate, expedient or desirable for the purpose of or in connection with the implementation of the Li Subscription Agreement and the transactions contemplated thereunder, including but not limited to the execution of all such documents under seal where applicable, as he considers necessary or expedient in his opinion to implement and/or give effect to the allotment and issue of Subscription Shares, provided that all such things and acts shall be limited to administrative nature and ancillary to the implementation of the Li Subscription Agreement. By Order of the Board Comtec Solar Systems Group Limited John ZHANG Chairman Hong Kong, 11 February 2016 As at the date of this notice, the directors of the Company are Mr. John ZHANG, Mr. CHAU Kwok Keung and Mr. SHI Cheng Qi as executive directors, Mr. Donald HUANG as non-executive director, and Mr. Daniel DeWitt MARTIN, Mr. Kang SUN and Mr. LEUNG Ming Shu as independent non-executive directors. 15

18 NOTICE OF EGM Registered office: Cricket Square, Hutchins Drive PO Box 2681 Grand Cayman KY Cayman Islands Principal place of business in Hong Kong: Suite 28 35/F Central Plaza 18 Harbour Road Wanchai Hong Kong Notes: 1. Any member entitled to attend and vote at the above meeting is entitled to appoint one or, if he is the holder of two or more shares, one or more proxies to attend and, on a poll, vote in his stead. A proxy need not be a member of the Company. 2. In order to be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the offices of the Company s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the commencement of the above meeting or any adjournment thereof. 3. The transfer books and register of members of the Company will be closed from Wednesday, 24 February 2016 to Friday, 26 February 2016, both days inclusive, for the purpose of determining shareholders entitlements to attend and vote at the extraordinary general meeting. In order to qualify for the right to attend and vote at the meeting, all transfers, accompanied by the relevant share certificates, must be lodged with the Company s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Tuesday, 23 February In the case of joint holders of a share, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding. 5. Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked. 16