Common use of RESUMPTION OF TRADING Clause in Contracts

RESUMPTION OF TRADING. At the request of the Company, trading in the Shares on the Stock Exchange was halted with effect from 9: 58 a.m. on 1 September 2016 pending the release of this announcement. The Company has applied to the Stock Exchange for the resumption of trading in the Shares with effect from 9: 00 a.m. on 2 September 2016. NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES DEFINITIONS In this announcement, unless the context otherwise requires, the following terms shall have the following meanings: ‘‘Board’’ the board of Directors ‘‘Business Day’’ any day (excluding a Saturday, Sunday or a public holiday) on which banks are open for business in Hong Kong ‘‘Compensation Arrangement’’ the arrangement set out under the Compensation Agreement ‘‘Compensation Agreement’’ the compensation agreement between Xx. Xxxx and each of the Placees ‘‘Compensation Price’’ HK$12.88 per Placing Share ‘‘Directors’’ the director(s) of the Company ‘‘Envision Global’’ Envision Global Investments Limited, a limited liability company incorporated in the British Virgin Islands on February 1, 2012 which is wholly-owned by Xx. Xxxx and is our immediate Controlling Shareholder (as defined under the Listing Rules) ‘‘General Xxxxxxx’’ the general mandate granted to the Directors by the Shareholders at the annual general meeting on 2 June 2016 to allot and issue and deal with 20% of the then issued share capital of the Company as at the date of the annual general meeting representing 271,550,100 Shares ‘‘Group’’ the Company and its subsidiaries ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China ‘‘Independent Third Party(ies)’’ any person or company and their respective ultimate beneficial owner(s) (if applicable) who, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, are third parties independent of the Company and its connected persons ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES ‘‘Xx. Xxxx’’ Xx. Xxxx Xxxxxxx, Xxxxxxx, Chairman, Chief Executive Officer and executive Director of the Company and a controlling shareholder (as defined by the Listing Rules) of the Company ‘‘Placee(s)’’ any individual(s), institutional or other professional investor(s) procured by the Placing Agent to subscribe for any of the Placing Shares pursuant to the Placing Agent’s obligations as set out in the Placing Agreement ‘‘Placing’’ the proposed conditional placing of Placing Shares under the General Mandate on a best effort basis pursuant to the terms of the Placing Agreement ‘‘Placing Agent’’ Hong Kong International Securities Limited, a company incorporated under the laws of Hong Kong and a licensed corporation to carry on business in type 1 (dealing in securities) regulated activity under the Securities and Future Ordinance (Chapter 571 of the Laws of Hong Kong) ‘‘Placing Agreement’’ the placing agreement dated 1 September 2016 entered into between the Company and the Placing Agent in respect of the Placing ‘‘Place Price’’ the price of HK$12.50 per Placing Share ‘‘Placing Share(s)’’ up to a maximum of 270,466,900 Shares to be issued or allotted under the General Mandate and to be placed under the Placing ‘‘Reference Date’’ the last Trading Day of the three-year period after the parties to the Placing Agreement have entered into the agreement, such date to be extended by such number of days where trading of the Shares in the Stock Exchange is suspended during the three-year period after the execution of the Compensation Agreement (provided that such extension shall not be more than six months from the original Reference Date) ‘‘RSU Scheme’’ the restricted share unit scheme adopted by the Company to grant restricted share units to directors, senior management and employees of the Group, which took effect on 1 March 2014 and was amended and restated on 21 December 2014 NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES ‘‘Share(s)’’ the ordinary share(s) of US$0.0000001 each in the share capital of the Company ‘‘Shareholder(s)’’ holder(s) of the Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Total Dynamic’’ Total Dynamic Holdings Limited, a limited liability company incorporated in the British Virgin Islands on December 4, 2012 which is wholly-owned by Xx. Xxx Xx and is our Shareholder ‘‘Trading Date’’ a day in which shares are traded on the Stock Exchange ‘‘United States’’ or ‘‘US’’ the United States of America, its territories, its possessions and all areas subject to its jurisdiction ‘‘US$’’ United States dollars, the lawful currency of the United States By Order of the Board COGOBUY GROUP XXXX Xxxxxxx, Xxxxxxx Chairman and Executive Director Hong Kong, 1 September 2016 As at the date of this announcement, our executive directors are Xx. XXXX Xxxxxxx, Xxxxxxx, Xx. XX Lun Xxxxxx Xxxxx and Ms. XX Xxxx, Hope; our non-executive director is Xx. XXX Xxxxx; and our independent non-executive directors are Xx. XXXXX Xxxxxxx, Xxxxxxx, Xx. XX Xxx and Xx. XXX Xxxxxx X.

RESUMPTION OF TRADING. At the request of the Company, trading in the Shares on the Stock Exchange was halted with effect from 9: 58 00 a.m. on 1 September 2016 13 January 2014, pending the release of this announcement. The An application has been made by the Company has applied to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9: 00 a.m. on 2 September 20166 February 2014. NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES DEFINITIONS In this announcement, unless the context otherwise requires, the following terms shall have the following meanings: ‘‘Acquisition’’ the acquisition of 70% equity interest in the Target by the Purchaser in accordance with the terms and conditions of the Agreement ‘‘Agreement’’ the sale and purchase agreement dated 12 January 2014 entered into among the Purchaser, the Target, the Vendors, Yuchai Machinery and the Company in relation to the Acquisition ‘‘associate(s)’’ has the meaning ascribed to it under the Listing Rules ‘‘Board’’ the board of Directors ‘‘Business DayCompany’’ any day (excluding Hoifu Energy Group Limited, a Saturdaycompany incorporated in Bermuda with limited liability, Sunday or a public holiday) the Shares of which are listed on which banks are open for business in Hong Kong the main board of the Stock Exchange ‘‘Compensation Arrangementconnected person(s)’’ has the arrangement set out meaning ascribed to it under the Compensation Agreement Listing Rules ‘‘Compensation Agreement’’ the compensation agreement between Xx. Xxxx and each of the Placees ‘‘Compensation Price’’ HK$12.88 per Placing Share ‘‘DirectorsDirector(s)’’ the director(s) of the Company ‘‘Envision Global’’ Envision Global Investments Limited, a limited liability company incorporated in the British Virgin Islands on February 1, 2012 which is wholly-owned by Xx. Xxxx and is our immediate Controlling Shareholder (as defined under the Listing Rules) ‘‘General Xxxxxxx’’ the general mandate granted to the Directors by the Shareholders at the annual general meeting on 2 June 2016 to allot and issue and deal with 20% of the then issued share capital of the Company as at the date of the annual general meeting representing 271,550,100 Shares ‘‘Group’’ the Company and its subsidiaries ‘‘Guangdong Weijing’’ 廣東偉經傢俱科技有限公司 (Guangdong Weijing Furniture Technology Co., Ltd.*), a company established under the laws of the PRC, being one of the Vendors ‘‘HK$’’ Hong Kong dollarsdollar, the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China ‘‘Independent Third Party(ies)’’ any person or company and their respective ultimate beneficial owner(s) (if applicable) who, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, are third parties independent of the Company and its connected persons PRC ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on The the Stock Exchange of Hong Kong Limited NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES ‘‘Xx. XxxxPRC’’ Xx. Xxxx Xxxxxxxthe People’s Republic of China, Xxxxxxxand for the purpose of this announcement, Chairmanshall exclude Hong Kong, Chief Executive Officer and executive Director the Macau Special Administrative Region of the Company PRC and Taiwan ‘‘Purchaser’’ 廣西凱富能源有限公司 (Guangxi Hoifu Energy Limited*), a controlling shareholder (as defined company established under the laws of the PRC and is wholly-owned by the Listing Rules) of the Company ‘‘Placee(s)RMB’’ any individual(sRenminbi, the lawful currency of the PRC ‘‘SGM’’ the special general meeting of the Company to be convened for the purpose of considering, and if though fit, approving the Agreement and the transactions contemplated thereunder ‘‘Shanghai Dianjin’’ 上海點金實業有限公司 (Shanghai Dianjin Industrial Co., Ltd.*), institutional or other professional investor(s) procured by the Placing Agent to subscribe for any of the Placing Shares pursuant to the Placing Agent’s obligations as set out in the Placing Agreement ‘‘Placing’’ the proposed conditional placing of Placing Shares under the General Mandate on a best effort basis pursuant to the terms of the Placing Agreement ‘‘Placing Agent’’ Hong Kong International Securities Limited, a limited liability company incorporated established under the laws of Hong Kong and a licensed corporation to carry on business in type 1 (dealing in securities) regulated activity under the Securities and Future Ordinance (Chapter 571 PRC, being one of the Laws of Hong Kong) ‘‘Placing Agreement’’ the placing agreement dated 1 September 2016 entered into between the Company and the Placing Agent in respect of the Placing ‘‘Place Price’’ the price of HK$12.50 per Placing Share ‘‘Placing Share(s)’’ up to a maximum of 270,466,900 Shares to be issued or allotted under the General Mandate and to be placed under the Placing ‘‘Reference Date’’ the last Trading Day of the three-year period after the parties to the Placing Agreement have entered into the agreement, such date to be extended by such number of days where trading of the Shares in the Stock Exchange is suspended during the three-year period after the execution of the Compensation Agreement (provided that such extension shall not be more than six months from the original Reference Date) ‘‘RSU Scheme’’ the restricted share unit scheme adopted by the Company to grant restricted share units to directors, senior management and employees of the Group, which took effect on 1 March 2014 and was amended and restated on 21 December 2014 NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES Vendors ‘‘Share(s)’’ the ordinary share(s) of US$0.0000001 HK$0.1 each in the issued share capital of the Company ‘‘Shareholder(s)’’ the holder(s) of the Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Total DynamicTarget’’ Total Dynamic Holdings Limited廣西玉柴石油化工有限公司 (Guangxi Yuchai Petrochemical Co., Ltd.*), a limited liability company incorporated in established under the British Virgin Islands on December 4laws of the PRC ‘‘Target Group’’ the Target and 欽州玉柴石化銷售有限公司 (Qinzhou Yuchai Petrochemical Trading Co., 2012 which is Ltd.*), a wholly-owned by subsidiary of the Target ‘‘Vendors’’ Guangdong Weijing, Shanghai Dianjin and Xxxxx Xxxxxxx ‘‘Yuchai Machinery’’ 廣西玉柴機械集團有限公司 (Guangxi Yuchai Machinery Group Co., Ltd.*), a limited liability company established under the laws of the PRC ‘‘Xxxxx Xxxxxxx’’ 諸暨精石投資有限公司 (Xxxxx Xxxxxxx Investment Co., Ltd.*), a limited liability company established under the laws of the PRC, being one of the Vendors ‘‘%’’ per cent By order of the Board Hoifu Energy Group Limited Xx. Xxx Xx and is our Shareholder ‘‘Trading Date’’ a day in which shares are traded on the Stock Exchange ‘‘United States’’ or ‘‘US’’ the United States of AmericaXxx Xxxx, its territoriesG.B.S., its possessions and all areas subject to its jurisdiction ‘‘US$’’ United States dollars, the lawful currency of the United States By Order of the Board COGOBUY GROUP XXXX Xxxxxxx, Xxxxxxx J.P. Chairman and Executive Director Hong Kong, 1 September 2016 As at the date of this announcement, our executive directors are Xx. XXXX Xxxxxxx, Xxxxxxx, Xx. XX Lun Xxxxxx Xxxxx and Ms. XX Xxxx, Hope; our non-executive director is Xx. XXX Xxxxx; and our independent non-executive directors are Xx. XXXXX Xxxxxxx, Xxxxxxx, Xx. XX Xxx and Xx. XXX Xxxxxx X.5 February 2014

RESUMPTION OF TRADING. At the request of the Company, trading in the issued Shares on the Stock Exchange was halted suspended with effect from 99 : 58 00 a.m. on 1 September 2016 30 April 2012 pending the release of this announcement. The An application has been made by the Company has applied to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 99 : 00 a.m. on 2 September 201620 June 2012. NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES DEFINITIONS In this announcement, the following expressions have the meanings set out below unless the context otherwise requires, requires otherwise: ‘‘acting in concert’’ has the following terms shall have meaning ascribed thereto under the following meanings: Takeovers Code ‘‘Board’’ the board of Directors ‘‘Business DayBorrower’’ any day (excluding a Saturday, Sunday or a public holiday) on which banks are open for business in Hong Kong ‘‘Compensation Arrangement’’ the arrangement set out under the Compensation Agreement ‘‘Compensation Agreement’’ the compensation agreement between Xx. Xxxx and each of the Placees ‘‘Compensation Price’’ HK$12.88 per Placing Share ‘‘Directors’’ the director(s) of the Company ‘‘Envision Global’’ Envision Global Investments Bounty Wealth Limited, a limited liability company incorporated in the British Virgin Islands on February 1, 2012 BVI with limited liability and the entire issued share capital of which is wholly-wholly owned by Xx. Xxxxxx Xxxx and is our immediate Controlling Shareholder Xxx Chi (as defined under the Listing Rules) ‘‘General Xxxxxxx’’ the general mandate granted to the Directors by the Shareholders at the annual general meeting on 2 June 2016 to allot and issue and deal with 20% of 張偉智), the then issued share capital controlling Shareholder of the Company as at the date of the annual general meeting representing 271,550,100 Loan Agreement ‘‘Business Day’’ any day (other than Saturday, Sunday and public holiday) on which normal commercial banks in Hong Kong are generally open for ordinary banking business throughout their normal business hours ‘‘BVI’’ British Virgin Islands ‘‘Company’’ JF Household Furnishings Limited (Stock Code: 776), a company incorporated in the Cayman Islands with limited liability whose issued Shares are listed on the Stock Exchange ‘‘Completion’’ completion of the Sale and Purchase Agreement ‘‘Completion Date’’ the date of Completion, being 27 April 2012 ‘‘Directors’’ the directors of the Company ‘‘Executive’’ means the Executive Director of the Corporate Finance Division of the SFC and any of its delegates ‘‘Group’’ the Company and its subsidiaries ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China ‘‘Independent Third Party(ies)Board Committee’’ any person or company and their respective ultimate beneficial owner(s) (if applicable) whothe independent committee of the Board comprising all the independent non-executive Directors, established to give recommendation to the best Independent Shareholders regarding the terms of the Directors’ knowledgeOffers ‘‘Independent Financial Adviser’’ Grand Vinco Capital Limited, information a wholly-owned subsidiary of Vinco Financial Group Limited (stock code: 8340), a licensed corporation to carry out type 1 (dealing in securities) and belief having made all reasonable enquiriestype 6 (advising on corporate finance) regulated activities under the SFO, are third parties the independent financial adviser to advise the Independent Board Committee in respect of the Company Offers ‘‘Independent Shareholders’’ Shareholders other than the Offeror and its connected persons parties acting in concert with it ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on The the Stock Exchange of Hong Kong Limited NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES ‘‘Xx. XxxxLoan Agreement’’ Xx. Xxxx Xxxxxxxthe loan agreement entered into between the Borrower and the Vendor on 21 September 2011 ‘‘Messis Capital’’ Messis Capital Limited, Xxxxxxxa licensed corporation to carry out type 6 (advising on corporate finance) regulated activity under the SFO, Chairman, Chief Executive Officer and executive Director the financial adviser to the Offeror in respect of the Company and a controlling shareholder (as defined Offers ‘‘Offer Share(s)’’ issued Share(s) other than those already owned by the Listing Rules) of the Company Offeror and parties acting in concert with it ‘‘Placee(s)Offers’’ any individual(s), institutional or other professional investor(s) procured by the Placing Agent to subscribe for any of Share Offer and the Placing Shares pursuant to the Placing Agent’s obligations as set out in the Placing Agreement Warrant Offer ‘‘PlacingPurchaser’’ the proposed conditional placing of Placing Shares under the General Mandate on a best effort basis pursuant to the terms of the Placing Agreement or ‘‘Placing AgentOfferor’’ Hong Kong International Securities Power Ocean Holdings Limited, a company incorporated under in the laws BVI with limited liability and the entire issued share capital of Hong Kong which are owned as to 50% by Xx. Xxxx and 50% by Xx. Xxxxx ‘‘Sale and Purchase Agreement’’ the sale and purchase agreement entered into between the Purchaser and the Vendor on 27 April 2012 ‘‘Sale Shares’’ the legal and beneficial interests of 167,711,000 Shares, representing 70.09% of the entire issued share capital of the Company being charged to the Vendor pursuant to the Share Charge prior to the Completion ‘‘SBI E2’’ SBI E2-Capital (HK) Limited, a licensed corporation to carry on business in out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activity activities under the SFO ‘‘SFC’’ the Securities and Future Futures Commission of Hong Kong ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) ‘‘Placing Agreement’’ the placing agreement dated 1 September 2016 entered into between the Company and the Placing Agent in respect of the Placing ‘‘Place Price’’ the price of HK$12.50 per Placing Share ‘‘Placing Share(s)’’ up to a maximum of 270,466,900 Shares to be issued or allotted under the General Mandate and to be placed under the Placing ‘‘Reference Date’’ the last Trading Day of the three-year period after the parties to the Placing Agreement have entered into the agreement, such date to be extended by such number of days where trading of the Shares in the Stock Exchange is suspended during the three-year period after the execution of the Compensation Agreement (provided that such extension shall not be more than six months from the original Reference Date) ‘‘RSU Scheme’’ the restricted share unit scheme adopted by the Company to grant restricted share units to directors, senior management and employees of the Group, which took effect on 1 March 2014 and was amended and restated on 21 December 2014 NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES ‘‘Share(s)’’ the existing ordinary share(s) of US$0.0000001 HK$0.01 each in the share capital of the Company ‘‘Share Offer’’ the unconditional mandatory cash offer to be made by SBI E2 for and on behalf of the Offeror for all the issued Shares (other than those already owned by the Offeror and parties acting in concert with it) pursuant to Rule 26.1 of the Takeovers Code ‘‘Share Offer Price’’ the price at which the Share Offer will be made, being HK$1.4907 per Offer Share ‘‘Shareholder(s)’’ holder(s) of the Share(s) Shares ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Total DynamicSupplemental Agreement’’ Total Dynamic Holdings the supplemental agreement to the Sale and Purchase Agreement entered into between the Purchaser and the Vendor on 28 May 2012 ‘‘Takeovers Code’’ the Code on Takeovers and Mergers ‘‘Vendor’’ Sun Finance Company Limited, a limited liability company incorporated in the British Virgin Islands on December 4, 2012 which is wholly-owned by Xx. Xxx Xx and is our Shareholder Hong Kong with limited liability ‘‘Trading DateWarrant(s)’’ the warrant(s) issued by the Company on 16 February 2012 by way of placing, each entitled the holder to subscribe for one new Share, at any time during a day in which shares are traded on period of 18 months commencing from the Stock Exchange date of issue, at a subscription price of HK$1.92 per Share ‘‘United StatesWarrant Offer’’ or the unconditional mandatory cash offer to be made by SBI E2 for and on behalf of the Offeror for all outstanding Warrants in accordance with the Takeovers Code ‘‘USHK$’’ the United States of America, its territories, its possessions and all areas subject to its jurisdiction ‘‘US$’’ United States Hong Kong dollars, the lawful currency of Hong Kong ‘‘%’’ per cent. By Order of the United States board of directors of Power Ocean Holdings Limited Xxxx Xxxxx Wa Director By Order of the Board COGOBUY GROUP XXXX Xxxxxxx, Xxxxxxx Chairman and Executive Director Hong Kong, 1 September 2016 As at the date of this announcement, our executive directors are Xx. XXXX Xxxxxxx, Xxxxxxx, Xx. XX Lun Xxxxxx JF Household Furnishings Limited Xxxxx and Ms. XX Xxxx, Hope; our non-executive director is Xx. XXX Xxxxx; and our independent non-executive directors are Xx. XXXXX Xxxxxxx, Xxxxxxx, Xx. XX Xxx and Xx. XXX Xxxxxx X.Xxxx Chairman

RESUMPTION OF TRADING. At the request of the Company, trading Trading in the Shares on the Stock Exchange was halted suspended with effect from 9: 58 00 a.m. on 1 September 2016 30 March 2011 at the request of the Company pending the release of this announcement. The Company An application has applied been made to the Stock Exchange for the resumption of trading in the Shares with effect from 9: 00 a.m. on 2 September 201631 March 2011. NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES DEFINITIONS In this announcement, the following expressions have the meaning as set out below unless the context otherwise requires, requires otherwise: ‘‘associates’’ having the following terms shall have meaning ascribed thereto in the following meanings: Listing Rules ‘‘Board’’ the board of Directors ‘‘Business Day’’ any day (excluding other than a Saturday, Sunday or a public holiday) on which banks are generally open for business in Hong Kong ‘‘Compensation ArrangementCompany’’ New Environmental Energy Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the ordinary shares of which are listed on the Stock Exchange ‘‘Completion Date’’ the arrangement set out under third Business Day after the Compensation date on which all the conditions provided in the Subscription Agreement are satisfied (or waived), which is currently expected to be on or before 31 May 2011 or such other date as may be agreed by the parties of the Subscription Agreement ‘‘Compensation AgreementConnected Person(s)’’ having the meaning ascribed thereto in the Listing Rules ‘‘Convertible Bonds’’ the compensation agreement between Xx. Xxxx and each zero coupon guaranteed convertible bonds due 2015, which are convertible into Shares or shares of the Placees ‘‘Compensation Price’’ HK$12.88 per Placing Share ‘‘Directors’’ the director(s) of the Company ‘‘Envision Global’’ Envision Global Investments Limited, Smartview Investment Holdings Ltd. (a limited liability company incorporated in the British Virgin Islands on February 1and a wholly owned subsidiary of the Company) as described in the Company’s announcements dated 29 January 2010 and 13 April 2010, 2012 which is wholly-owned by Xx. Xxxx and is our immediate Controlling Shareholder (as defined under the Listing Rules) respectively ‘‘General XxxxxxxConvertible Notes’’ the general mandate granted to the Directors by the Shareholders at the annual general meeting on 2 June 2016 to allot and issue and deal with 20% convertible notes of the then Company issued to Simple Success Investments Limited and Bright Good Limited on 11 December 2009 in satisfaction of part of the consideration for the Group’s acquisition of the entire issued share capital of Smartview Investment Holdings Ltd., as described in the Company’s announcement dated 23 September 2009 and circular dated 23 November 2009 ‘‘Directors’’ the directors of the Company as at ‘‘EGM’’ the date extraordinary general meeting of the annual Company to be convened and held for the Shareholders to consider and, if thought fit, to approve, inter alia, the Subscription and the Specific Mandate to issue and allot the Subscription Shares ‘‘Force Majeure Event’’ acts of god, strike, act of war, act of terrorism, epidemic, international political crisis, civil disorder, any significant adverse change in local, national or international monetary, economic or financial conditions (including general meeting representing 271,550,100 Shares suspension or limitation of trading on, or by, the Stock Exchange (save for any suspension not exceeding 10 consecutive Business Days) and change in currency exchange rates or controls and disruption of banking activities) or other adverse events not within the control of the parties of the Subscription Agreement ‘‘Group’’ the Company and its subsidiaries ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China PRC ‘‘Independent Third Party(ies)Listing Committee’’ any person or company and their respective ultimate beneficial owner(s) (if applicable) who, to having the best of meaning ascribed thereto in the Directors’ knowledge, information and belief having made all reasonable enquiries, are third parties independent of the Company and its connected persons Listing Rules ‘‘Listing Rules’’ the The Rules Governing the Listing of Securities on The the Stock Exchange of Hong Kong Limited NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES ‘‘Xx. Xxxx’’ Xx. Xxxx Xxxxxxx, Xxxxxxx, Chairman, Chief Executive Officer and executive Director of the Company and a controlling shareholder (as defined by the Listing Rules) of the Company ‘‘Placee(s)’’ any individual(s), institutional person or other professional investor(s) procured by entity whom the Placing Agent to subscribe for and/or any of its agent(s) have procured to place the Placing Shares pursuant to the Placing Agent’s obligations as set out in the Placing Agreement ‘‘Placing’’ the proposed conditional placing of up to a maximum of 202,022,000 Placing Shares under by the General Mandate Placing Agent on a best effort basis pursuant to the terms of the Placing Agreement ‘‘Placing Agent’’ Hong Kong International Fortune (HK) Securities Limited, a company incorporated under the laws of Hong Kong and a licensed corporation to carry on business in type Type 1 regulated activity (dealing in securities) regulated activity under the Securities and Future Futures Ordinance (Chapter 571 of the Laws of Hong Kong) ‘‘Placing Agreement’’ the placing agreement dated 1 September 2016 December 2010 (as amended by the Supplemental Placing Agreement dated 24 February 2011) entered into between the Company and the Placing Agent in respect of relation to the Placing ‘‘Place PricePlacing Shares’’ the price of HK$12.50 per Placing Share ‘‘Placing Share(s)’’ up to a maximum of 270,466,900 202,022,000 Shares to be issued or allotted under the General Mandate and to be placed under the Placing ‘‘Reference DatePRC’’ the last Trading Day People’s Republic of China ‘‘Xxxx Securities’’ Xxxx Securities Company Limited, a licensed corporation to carry on Type 1 (dealing in securities), Type 2 (dealing in future securities), Type 4 (advising on securities) and Type 9 (asset management) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the three-year period after Laws of Hong Kong) ‘‘Sale Convertible Notes’’ the parties portion of Convertible Notes in the total outstanding principal amount of HK$417,600,000 representing the amount of HK$177,000,000 and convertible into approximately 150,000,000 Shares upon the exercise of the convertible rights attaching thereto ‘‘Second Supplemental Placing Agreement’’ the second supplemental placing agreement dated 29 March 2011 entered into between the Company and the Placing Agent in relation to the Placing ‘‘Subscriber’’ Beijing Capital (Hong Kong) Limited, a company incorporated in Hong Kong with limited liability ‘‘Subscription’’ the subscription of 202,022,000 Subscription Shares by the Subscriber at the Subscription Price pursuant to the Subscription Agreement have ‘‘Subscription Agreement’’ the subscription agreement dated 29 March 2011 entered into between the agreement, such date Company and the Subscriber in relation to the Subscription ‘‘Subscription Price’’ HK$0.40 per Subscription Share ‘‘Subscription Shares’’ 202,022,000 Shares to be extended by such number of days where trading of the Shares in the Stock Exchange is suspended during the three-year period after the execution of the Compensation Agreement (provided that such extension shall not be more than six months from the original Reference Date) ‘‘RSU Scheme’’ the restricted share unit scheme adopted subscribed for by the Company Subscriber pursuant to grant restricted share units to directors, senior management and employees of the Group, which took effect on 1 March 2014 and was amended and restated on 21 December 2014 NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES Subscription Agreement ‘‘Share(s)’’ the ordinary share(s) of US$0.0000001 HK$0.10 each in the share capital of the Company ‘‘Shareholder(s)Shareholders’’ holder(sholders of Shares ‘‘Share Options’’ the option(s) to subscribe for Share(s) granted under any share option scheme of the Share(s) Company ‘‘Specific Mandate’’ a specific mandate to be sought from the Shareholders at the EGM to allot and issue 202,022,000 new Shares at HK$0.40 per Share pursuant to the Placing Agreement ‘‘Supplemental Placing Agreement’’ the supplemental placing agreement dated 24 February 2011 entered into between the Company and the Placing Agent in relation to the Placing ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Total DynamicTakeovers Code’’ Total Dynamic Holdings Limited, a limited liability company incorporated in the British Virgin Islands The Hong Kong Code on December 4, 2012 which is wholly-owned by Xx. Xxx Xx Takeovers and is our Shareholder Mergers ‘‘Trading DateHK$’’ a day in which shares are traded on the Stock Exchange ‘‘United States’’ or ‘‘US’’ the United States of America, its territories, its possessions and all areas subject to its jurisdiction ‘‘US$’’ United States Hong Kong dollars, the lawful currency of the United States Hong Kong ‘‘%’’ Per cent By Order order of the Board COGOBUY GROUP XXXX Xxxxxxx, Xxxxxxx Chairman and of New Environmental Energy Holdings Limited Xxxx Xxx Xxx Executive Director Hong Kong, 1 September 2016 30 March 2011 As at the date of this announcement, our the Board comprises five executive directors are directors, namely Xx. XXXX Xxxx Xxx Xx, Xx. Xxxxxxxx Xxxxxxx, Xx. Xxxx Xxx Xxx, Mr. Xx Xxxxx Fan, Xxxxx and Xx. Xx Xxx Xxx; one non-executive director, namely Xx. Xxx Xxx Xxxx; one alternate non-executive director, namely Xx. Xxx Xxxx Xxxxxx (alternate director to Xx. Xxx Xxx Xxxx) and four independent non-executive directors, namely Xx. Xx Xxxx Xxx, Xxxxxxx, Xx. XX Lun Xxxxxx Xxxxx and Ms. XX Xxx Xxxx Xxxx, Hope; our non-executive director is Xx. XXX Xxxxx; and our independent non-executive directors are Xx. XXXXX Xxxxxxx, Xxxxxxx, Xx. XX Xxx Xxxx Hung Xxxx, Xxxxxxx and Xx. XXX Xxxxxx X.Xxxxx Kai Xxx, Xxxxx.