LONGITECH SMART ENERGY HOLDING LIMITED PLACING OF CONVERTIBLE NOTES UNDER GENERAL MANDATE

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1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement. This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company. LONGITECH SMART ENERGY HOLDING LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1281) PLACING OF CONVERTIBLE NOTES UNDER GENERAL MANDATE Placing Agent Reference is made to the announcement of the Company dated 29 October 2018 in relation to the placing of convertible notes under General Mandate. The Board announces that on 7 November 2018 (after trading hours), the Company entered into the New Placing Agreement with the Placing Agent to terminate the Prior Agreement and to amend and restate the terms and conditions in relation to the Placing. Pursuant to the New Placing Agreement, the principal amount is up to HK$161,000,000 in aggregate. Based on the initial Conversion Price of HK$2.00 and assuming conversion of the Convertible Notes in full, the Convertible Notes will be convertible into 80,500,000 new Shares with an aggregated nominal value of HK$805,000, representing (i) approximately 5.42% of the existing issued share capital of the Company of 1,484,604,000 Shares as at the date of this announcement, and (ii) approximately 5.14% of the issued share capital of the Company of 1,565,104,000 Shares as enlarged by the allotment and issue of the Conversion Shares, assuming no further change in the share capital of the Company from the date of this announcement and up to Completion. 1

2 If all the Convertible Notes are fully placed, the net proceeds (after deducing the placing commission and other expenses) from the Placing will be approximately HK$158,000,000 which will be used by the Company for further development in the smart energy business. The Conversion Shares, upon conversion of the Convertible Notes, will be issued under the General Mandate and therefore is not subject to Shareholders approval. No listing of the Convertible Notes will be sought on the Stock Exchange or any other stock exchanges. The Company will apply to the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares that may be issued upon conversion of the Convertible Notes. CAUTION Completion of the Placing is subject to fulfillment of the conditions precedent in the New Placing Agreement, including, among other things, the Listing Committee having granted the listing of, and permission to deal in, the Conversion Shares. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares. INTRODUCTION Reference is made to the announcement of the Company dated 29 October 2018 in relation to the placing of convertible notes under General Mandate. On 7 November 2018 (after trading hours), the Company entered into the New Placing Agreement with the Placing Agent to terminate the agreement entered into on 29 October 2018 (the Prior Agreement ) and to amend and restate the terms and conditions in relation to the Placing. The New Placing Agreement shall replace and supersede the Prior Agreement in its entirety. Pursuant to the New Placing Agreement, the principal amount is up to HK$161,000,000 in aggregate. 2

3 THE NEW PLACING AGREEMENT Date 7 November 2018 (after trading hours) Parties (i) The Company, as the issuer (ii) Golden Rich Securities Limited, as the Placing Agent To the best of the Directors knowledge, information and belief having made all reasonable enquiry, as at the date of this announcement, the Placing Agent and its associates and their ultimate beneficial owner(s) are Independent Third Parties. Subscribers The Placing is on a best efforts basis. The Placing Agent shall use its best endeavours to ensure that the Subscribers, being individual(s), institutional or professional investor(s), and their ultimate beneficial owners will be Independent Third Parties. Placing commission payable to the Placing Agent The Placing Agent will receive a placing commission calculated as 1.5% of the amount equal to the aggregate value of the Convertible Notes in respect of which Subscribers have actually been procured by the Placing Agent to subscribe for the Convertible Notes at the principal value of the Convertible Notes. The placing commission was negotiated on arm s length basis between the Company and the Placing Agent with reference to the prevailing commission rate charged by other placing agents. The Directors are of the view that the aforesaid placing commission is fair and reasonable. 3

4 Placing period The period commencing on the 7 November 2018 (being the date of the New Placing Agreement) and terminating on the Completion Date. Conditions precedent of the New Placing Agreement Completion is conditional upon, among other things, the following conditions: (i) the Listing Committee having granted the approval for the listing of, and permission to deal in, the Conversion Shares falling to be issued upon exercise of the Conversion Rights; (ii) the Company having obtained, on or before the Completion Date, all approvals, consents and waivers necessary for consummation of the transactions contemplated under the New Placing Agreement and the other relevant documents; (iii) the Placing Agent having confirmed that, to the best of its knowledge, information and belief of its directors having made all reasonable enquiries, the Placing Agent is independent of the Company and the Directors, chief executive and substantial shareholders of the Company or its subsidiaries or any of their respective associates; and (iv) the Subscribers having confirmed that they and their ultimate beneficial owner(s) are independent of, and am/are not acting in concert with, the Directors, chief executives or substantial shareholders of the Company or its subsidiaries or their respective associates in respect of the control of the Company. The Company and the Placing Agent shall use their respective best endeavours to procure the fulfilment of the conditions by 19 November In the event that the conditions precedent set out in the New Placing Agreement are not fulfilled or waived by 19 November 2018, the New Placing Agreement and the obligations of the Company and the Placing Agent thereunder shall cease and terminate and none of the parties thereto shall be liable to the other party except for any antecedent breaches under the New Placing Agreement. 4

5 Termination of the New Placing Agreement The Placing Agent may, after consultation with the Company (to the extent that the same is reasonably practicable), terminate the New Placing Agreement by notice in writing prior to the Completion Date, if at any time prior to the Completion on the Completion Date: (i) there develops, occurs or comes into force any new law or regulation or any change in existing laws or regulations which in the reasonable opinion of the Placing Agent has or is likely to have a material adverse effect on the financial position of the Company and its Subsidiaries as a whole; or (ii) any significant change (whether or not permanent) in local, national or international economic, financial, political or military conditions, securities market conditions or currency exchange rates or exchange controls, including without limitation, any outbreak or escalation of hostilities, declaration by Hong Kong or elsewhere of a national emergency or other calamity or crisis, the effect of which in the reasonable opinion of the Placing Agent is or would be likely to prejudice materially the success of the Placing, or makes it impracticable or inadvisable or inexpedient to proceed therewith; or (iii) there shall have been any moratorium, suspension or material restriction on trading in shares or securities generally, or the establishment of minimum prices, on the Stock Exchange; or (iv) any material breach of any of the representations, warranties and undertakings by the Company set out in the New Placing Agreement comes to the knowledge of the Placing Agent or any event occurs or any matter arises on or after the date hereof and prior to the Completion Date which if it had occurred or arisen before the date hereof would have rendered any of such representations, warranties and undertakings untrue or incorrect or there has been a material breach of, or failure to perform, any other provision of the New Placing Agreement by the Company; or (v) any change or any development involving a prospective change in the general affairs, prospects, earnings, business, properties, stockholders equity or in the financial or trading position of the Company and its Subsidiaries as a whole which in the reasonable opinion of the Placing Agent is so material and adverse as to make it impractical or inadvisable to proceed with the Placing. 5

6 Upon termination of the New Placing Agreement, all obligations of the Company and the Placing Agent shall cease and determine and no party shall have any claim against any other parties in respect of any matter or thing arising out of or in connection with the New Placing Agreement, save for any antecedent breaches and any reasonable legal, professional fees and out-of-pocket expenses which have already been incurred by the Placing Agent. The Directors are not aware of the occurrence of any of the above events as at the date of this announcement. Completion of the Placing Subject to the fulfilment of the abovementioned conditions precedent, Completion shall take place on the Completion Date. Principal terms of the Convertible Notes The terms of the Convertible Notes were negotiated on an arm s length basis between the Company and the Placing Agent, principal terms of which are summarised below. Issuer: The Company Principal amount: Up to HK$161,000,000 in aggregate Issue date: Completion Date Issue Price: 100% of the principal amount of the Convertible Notes Interest: The Convertible Notes shall bear interest from and including the issue date and end on and excluding the Maturity Date, payable on the Maturity Date. The interest period shall be 12 months and the interest rate is 7% per annum. In relation to those Convertible Notes being redeemed or being converted, interest accrued on those Convertible Notes up to the date of redemption or on the date of conversion, as the case may be, will be payable on those dates. 6

7 Maturity Date: Redemption: Status and denomination: The date falling on the 12 th month of the issue date. Unless previously converted or purchased or redeemed as provided in the New Placing Agreement, the Company will redeem 100% of the outstanding principal amounts of the Convertible Notes on the Maturity Date plus accrued and unpaid interest at the rate of 7%. The Company may from the 6 th month of issue date to the Maturity Date demand early redemption of part or whole of the outstanding principal amounts of the Convertible Notes by giving a notice to the Noteholder of not less than 30 days. Early redemption of the Convertible Notes will be made at 100% of the principal amount of the Convertible Notes being redeemed plus accrued and unpaid interest up to the date of redemption at the rate of 7%. The obligations of the Company arising under the Convertible Notes constitute general, unsecured and unsubordinated obligations of the Company, and rank pari passu among themselves and at least pari passu in right of payment with all other present and future unsecured obligations of the Company except for obligations accorded preference by mandatory provisions of applicable law. The Convertible Notes are in registered, definitive form and in the denomination of HK$1,000,000. Conversion Price: The initial Conversion Price, being HK$2.00 per Conversion Share, represents: (i) a premium of approximately 6.95% to the closing price of HK$1.87 per Share as quoted on the Stock Exchange on the date of the New Placing Agreement (i.e. 7 November 2018, the Last Trading Day ); (ii) a premium of approximately 6.04% to the average closing price of HK$1.886 per Share as quoted on the Stock Exchange for the five trading days immediately preceding the Last Trading Day. 7

8 Conversion Shares: Transferability: Conversion Period: Noteholder s Conversion Right: Conversion restriction: Up to a maximum of 80,500,000 new Shares (subject to adjustments of the Conversion Price), representing (i) approximately 5.42% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 5.14% of the issued share capital of the Company as enlarged by the allotment and issue of the Conversion Shares. The Convertible Notes may be assigned or transferred in respect of the whole or any part (in an amount or integral multiple of HK$1,000,000), provided that unless with the prior written consent of the Company and in full compliance of the Listing Rules and other requirements of the Stock Exchange, none of the Convertible Notes may be transferred to a connected person of the Company. The period commencing from 6 th months of the issue date and ending on the Maturity Date. The Noteholder has the right at any time during the Conversion Period to convert in whole or in part the outstanding principal amount of the Convertible Notes in whole or in integral multiples of HK$1,000,000 into Conversion Shares. Provided that: (a) (b) (c) no obligation will arise on the Noteholder to make a general offer to the shareholders of the Company for all securities of the Company under Rule 26 of the Takeovers Code upon exercising of Conversion Rights; no Listing Rule, including the minimum public float requirements of the Company under Listing Rules, will be breached; the Conversion Shares will not issued to a connected person of the Company or such conversion will not be treated as a connected transaction of the Company under the Listing Rules; and 8

9 (d) the total number of Conversion Shares issuable upon the exercise of Conversion Right will not exceed the maximum number of 80,500,000 (the CNs Issue Limit ) Shares which are to be issued under the General Mandate, the Noteholder may exercise the Conversion Right during the Conversion Period. Adjustments to Conversion Price: The Conversion Price is subject to adjustments upon the occurrence of the following events: (a) an alteration to the nominal value of the Shares as a result of consolidation or subdivision; (b) an issue of Shares credited as fully paid to the Shareholders by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve fund); (c) a capital distribution being made by the Company to the Shareholders; (d) right issues of Shares; (e) other issues of any securities carrying effective consideration per Share (as defined in the New Placing Agreement) at less than 80% of the market price; (f) modification of rights of conversion leading to the effective consideration per Share (as defined in the New Placing Agreement) at less than 80% of the market price; (g) issues of any Shares for cash at a price per share less than 80% of the market price. 9

10 Cash settlement option: if: (a) as a result of an adjustment of the Conversion Price, additional Conversion Shares are issuable upon a Noteholder s exercise of its Conversion Right and following which the total number of Conversion Shares issuable upon such exercise, together with Shares issuable upon exercise of the Conversion Rights by all other Noteholders, would otherwise exceed the CNs Issue Limit; or (b) the total number of Conversion Shares issuable upon such exercise would otherwise exceed the maximum number of Conversion Shares that may be issued to a Noteholder without triggering any regulatory requirement for the Noteholder or any of its affiliates to make a general offer for the Shares under Rule 26.1 of the Takeovers Code, the Company shall in respect of the Excess Shares pay such Noteholder an amount of cash settlement being an amount arrived at by multiplying (i) the number of Excess Shares; by (ii) the prevailing market price (being, in respect of a Share at a particular date, the average of the closing prices for the five consecutive dealing days on the Stock Exchange ending on the dealing day immediately preceding such date, provided that if at any time during the said five dealing day period the Shares shall have been quoted ex-dividend and during some other part of that period the Shares shall have been quoted cum-dividend then) on the date on which the Company receives a conversion notice from the Noteholder in respect of the proposed exercise of the Conversion Right. 10

11 Events of default: If any of the following events occurs, the Noteholder may give notice to the Company that the Convertible Notes, on the giving of such notice, is immediately due and payable at its principal amount then outstanding: (a) the Company defaults in performance or compliance with any of its material obligations contained in the Conditions, which breach or default is incapable of remedy or, if capable of remedy, is not remedied within 14 Business Days after notice of such breach or default is sent from the Noteholder to the Company; (b) an encumbrancer takes possession or a receiver, manager or other similar officer is appointed of the whole or any material part of the undertaking, property, assets or revenues of the Company or any Subsidiary; (c) (d) the Company or any Subsidiary as referred to in Rule 13.25(2) of the Listing Rules becomes insolvent or is unable to pay its debts as they mature or applies for or consents to the appointment of any administrator, liquidator or receiver of the whole or any material part of its undertaking, property, assets or revenues or enters into a general assignment or compromise with or for the benefit of its creditors; an order is made or an effective resolution passed for winding-up of the Company or any Subsidiary; (e) a distress, execution or seizure order before judgment is levied or enforced upon or sued out against the whole or a material part of the property of the Company or any Subsidiary (as the case may be) and is not discharged within 40 days thereof and which would have or have had a material adverse effect on the condition, financial, trading or otherwise, or the earnings, business affairs or business prospects (whether or not arising in the ordinary course of business) of the Group as a whole; 11

12 (f) proceedings shall have been initiated against the Company or any Subsidiary under any applicable bankruptcy, reorganisation or insolvency law and such proceedings shall not have been discharged or stayed within a period of 60 days which individually or in the aggregate would have or have had a material adverse effect on the condition, financial, trading or otherwise, or the earnings, business affairs or business prospects (whether or not arising in the ordinary course of business) of the Group as a whole; (g) any event occurs which has an analogous effect to any of the events referred to in paragraphs (a) to (f) above; (h) the listing of the Company is withdrawn from the Stock Exchange; or (i) trading in the Shares of the Company on the Stock Exchange is suspended for a consecutive period of more than 30 Business Days. Voting rights: The Noteholder shall not be entitled to receive notices of, attend or vote at any meetings of the Company by reason only of it being a Noteholder. Listing: The Convertible Notes will not be listed on the Stock Exchange or any other stock exchange. An application will be made to the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares that will be issued upon conversion of the Convertible Notes. 12

13 The Conversion Price and Conversion Shares Based on the initial Conversion Price of HK$2.00 and assuming conversion of the Convertible Notes in full, the Convertible Notes will be convertible into 80,500,000 new Shares, representing (i) approximately 5.42% of the existing issued share capital of the Company of 1,484,604,000 Shares as at the date of this announcement, and (ii) approximately 5.14% of the issued share capital of the Company of 1,565,104,000 Shares as enlarged by the allotment and issue of the Conversion Shares, assuming no further change in the share capital of the Company from the date of this announcement and up to Completion. The aggregate nominal value of the Conversion Shares under the Placing is HK$805,000. The Conversion Price was determined with reference to the prevailing market price of the Shares and terms and conditions of the Placing and was negotiated on arm s length basis between the Company and the Placing Agent. The Directors consider that the Conversion Price is fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole. GENERAL MANDATE TO ISSUE THE CONVERSION SHARES The Conversion Shares will be issued pursuant to the General Mandate and is not subject to Shareholders approval. The maximum number of Shares that can be issued under the General Mandate is 275,684,400 Shares, representing 20% of the total amount of the Shares in issue as at 12 June 2018, being the date of the passing of the resolution granting the General Mandate. As at the date of this announcement, 106,182,000 Shares have been issued under the General Mandate and the number of Shares that may be issued under the General Mandate is 169,502,400. Therefore, the General Mandate is sufficient for the allotment and issue of the Conversion Shares. APPLICATION FOR LISTING An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares. 13

14 REASONS FOR THE PLACING AND PROPOSED USE OF PROCEEDS On the assumption that all the Convertible Notes are fully placed, the aggregate gross proceeds from the Placing are expected to be approximately HK$161,000,000 and the aggregate net proceeds (after deduction of the fees, commissions and expenses) from the Placing are expected to be approximately HK$158,000,000, which will be used by the Company for further development in the smart energy business. The Group is principally engaged in smart energy business, and public infrastructure construction and the related preliminary investment and postconstruction operation management, with gradual expansion and diversification to other clean energy business, of which the smart energy business is mainly based on the needs of industrial, commercial, residential customers and public institutions, relying on the smart energy cloud platform with independent intellectual property rights to provide customers with comprehensive smart energy services based on various energy sources such as cooling, heat, electricity and gas. The Directors consider that the Placing offers a good opportunity to raise additional funds to strengthen the financial position, broaden the shareholder base and capital base of the Group so as to facilitate its future development in its principal activities. The Directors consider that the terms of the New Placing Agreement, including but not limited to the Convertible Price, are fair and reasonable and in the interests of the Company and the Shareholders as a whole. 14

15 FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS The Company has conducted the following fund raising activities in the past twelve months from the date of this announcement: Date of Announcement Fund raising activities Net proceeds Intended use of proceeds as announced Actual use of proceeds 27 August 2018 Placing of new shares under the General Mandate Approximately HK$143.1 million (a) approximately HK$ million, representing approximately 50.03% of the net proceeds from the Placing, for repayment of short-term bank borrowings; (a) used as intended (b) approximately HK$130 million, representing approximately 34.97% of the net proceeds from the Placing, for investment in financial instruments including but not limited to unlisted or listed investment funds, equity securities, debt instruments, equity-linked notes and other assets; and (b) used as intended (c) the remaining portion of approximately HK$55.77 million, representing approximately 15% of the net proceeds from the Placing, as general working capital of the Group. (c) approximately HK$41.44 million were used as intended and the remaining balance to be used as intended 21 March 2018 Rights Issue on the basis of 1 rights Share for every 2 Shares Approximately HK$549 million (a) Approximately HK$384 million, being 70% of the net proceeds, for the development of smart energy and solar energy business; and (a) approximately HK$318 million were used as intended and the remaining balance to be used as intended (b) Approximately HK$165 million, being 30% of the net proceeds, for general working capital of the Group. (b) used as intended 15

16 EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY As at the date of this announcement, the Company has 1,484,604,000 Shares in issue. For reference and illustration purposes only, the following table illustrates the shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately after the Completion of the Placing (assuming that the Placing Shares are fully placed under the Placing and there being no other change in the share capital and shareholding structure of the Company from the date of this announcement): Name of Shareholders Immediately after allotment and issue of the Conversion Shares upon full conversion of the As at the date of this announcement Convertible Notes at the Conversion Price Approximate Approximate shareholding shareholding Number of Shares percentage Number of Shares percentage % % (Note 1) (Note 2) (Note 1) (Note 2) Wei Shaojun and his associates (Note 3) 856,027,268 (L) ,027,268 (L) China Create Capital Limited 160,090,000 (L) ,090,000 (L) Yuen Chi Ping 66,093,331 (L) ,093,331 (L) 4.22 Other Shareholders 402,393,401 (L) ,393,401 (L) Subscribers ,500, Total issued shares 1,484,604, ,565,104, Notes: 1. The letter L denotes long position. 2. The percentages set out herein represent the rounding of figures to two decimal places. 16

17 3. According to the disclosure of interest forms published on the website of the Stock Exchange, these 856,027,268 Shares are held (i) as to 419,954,756 Shares by Lightway Power Holdings Limited ( Lightway ), which is wholly owned by Global Capital Alliance Limited, a company beneficially and wholly owned by Mr. Wei Shaojun ( Mr. Wei ); (ii) 13,200,000 Shares by Harvest Oak Holdings Limited ( Harvest ), a company beneficially and wholly owned by Mr. Wei; and (iii) as to 422,872,512 Shares by Longevity Investment Holding Limited ( Longevity ). Longevity is wholly owned by King River Developments Limited, which is wholly owned by BNP Paribas Singapore Trust Corporation Limited as the trustee for the discretionary trust set up by Mr. Wei as founder. Therefore, Mr. Wei, (a) as the beneficial owner of Lightway and Harvest, is taken to be interested in the 419,954,756 Shares held by Lightway and 13,200,000 Shares held by Harvest pursuant to Part XV of the SFO; and (b) as the founder of the discretionary trust, is taken to be interested in the 422,872,512 Shares held by Longevity pursuant to Part XV of the SFO. WARNING Completion of the Placing is subject to fulfillment of the conditions precedent in the New Placing Agreement, including, among other things, the Listing Committee having granted the listing of, and permission to deal in, the Conversion Shares. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares. DEFINITIONS The following terms have the following meanings in this announcement, unless the context otherwise requires: AGM the annual general meeting of the Company held on 12 June 2018 at which, among other things, a resolution for the grant of the General Mandate to the Directors was duly passed by the Shareholders associate(s) has the same meaning as ascribed to this term under the Listing Rules Board the board of Directors 17

18 Business Day(s) any day (excluding Saturdays, Sundays and public holidays) on which licensed banks generally are open for business in Hong Kong throughout their normal business day Company LongiTech Smart Energy Holding Limited, a company incorporated in Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange (Stock code: 1281) Completion completion of the Placing in accordance with the terms and conditions set out in the New Placing Agreement Completion Date within seven Business Day from the date on which all of the conditions precedent set out in the New Placing Agreement have been satisfied or such later date as the Placing Agent and the Company may agree in writing, on which Completion shall take place Conditions means the terms and conditions to be attached to or form past of the Convertible Notes connected person(s) has the same meaning as ascribed to this term under the Listing Rules Conversion Period the period commencing from 6 th months of the Issue Date and ending on the Maturity Date Conversion Price HK$2.00 per Share, subject to adjustments from time to time under the terms and conditions of the New Placing Agreement Conversion Rights the rights attached to the Convertible Notes to convert the principal amount or a part thereof into Conversion Shares 18

19 Conversion Share(s) the Share(s) to be allotted and issued by the Company upon exercise of the Conversion Rights Convertible Note(s) 7% Convertible Notes due 2019 in an aggregate principal amount of HK$161,000,000 to be issued by the Company Director(s) the director(s) of the Company Excess Shares excess conversion shares in exceed of the CNs Issue Limit or the maximum number of Conversion Shares that may be issued to a Noteholder without triggering any regulatory requirement for the Noteholder or any of its affiliates to make a general offer for the Shares under Rule 26.1 of the Takeovers Code General Mandate the general mandate granted to the Directors by a resolution of the Shareholders passed at the AGM to allot, issue and otherwise deal with securities of the Company not exceeding 20% of the issued share capital of the Company as at the date of the AGM Group the Company and the Subsidiaries HK$ 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) party(ies) independent of and not connected with the Company and its connected persons Issue Price 100% of the Principal amount of the Convertible Notes Listing Committee the listing sub-committee of the board of directors of the Stock Exchange 19

20 Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange Maturity Date twelfth (12 th ) month of the issue date New Placing Agreement the new placing agreement entered into between the Company and the Placing Agent on 7 November 2018 Noteholder(s) The person(s) in whose name a Convertible Note is registered Placing placing of the Convertible Notes on a best efforts basis by the Placing Agent pursuant to the New Placing Agreement Placing Agent Golden Rich Securities Limited, a licensed corporation under the SFO to engage in Type 1 (dealing in securities) regulated activities as defined under the SFO SFO the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) Share(s) ordinary share(s) of HK$0.01 each in the share capital of the Company Shareholder(s) shareholder(s) of the Company Stock Exchange The Stock Exchange of Hong Kong Limited Stock Exchange Business Day any day (other than a Saturday or Sunday or public holiday) on which the Stock Exchange is open for business Subscriber(s) any individual(s), institutional or professional investor(s) procured by the Placing Agent to subscribe for any of the Convertible Notes pursuant to the New Placing Agreement Subsidiary(ies) subsidiary company of the Company 20

21 Takeover Codes Hong Kong Code on Takeovers and Mergers % per cent. By order of the Board LongiTech Smart Energy Holding Limited Wei Qiang Chairman Beijing, 7 November 2018 As at the date of this announcement, the executive Directors are Mr. Wei Qiang, Mr. Yuen Chi Ping and Dr. Liu Zhengang; the non-executive Director is Mr. Wei Shaojun; and the independent non-executive Directors are Dr. Han Qinchun, Mr. Wong Yik Chung, John and Mr. Han Xiaoping. 21