02459 升能集团展示文件：第一次配售及认购协议

Dated the 20

day of September 2024

SANERGY GROUP LIMITED

And

OTAUTAHI CAPITAL INC.

And

CHINA SUNRISE SECURITIES (INTERNATIONAL) LIMITED

AGREMENT

relating to the placing and subscription of

shares in the capital of

SANERGY GROUP LIMITED

THIS AGREMENT is made on the 20

day of September of 2024

BETWEN:-

, a company incorporated in the Cayman Islands,

the registered ofice of which is at Cricket Square, Hutchins Drive, P.O. Box

2681, Grand Cayman, KY1-1111, Cayman Islands. The principal place of

busines of the Company is located at Rom 2602, 26/F, China Resources

Building, 26 Harbour Road, Wan Chai, Hong Kong (the “Company”);

, a company incorporated in the British Virgin

Islands, the registered ofice of which is at 2/F, Palm Grove House, P.O. Box

3340, Road Town, Tortola, British Virgins Islands (the “Subscriber”); and

, a company

incorporated in Hong Kong and having its registered ofice at Unit 4502, 45/F,

The Center, 99 Quen’s Road Central, Hong Kong (the “Placing Agent”).

WHEREAS:-

(A) The Company has, at the date of this Agrement, an authorised share capital

of US$50,000,000 divided into 5,000,000,000 Shares. The Company has in

isue 1,010,000,000 Shares, which are fuly paid or credited as fuly paid and

are listed on the Stock Exchange.

(B) The Subscriber is the legal and beneficial owner of an agregate of

187,572,000 Shares as at the date hereof.

to procure not les than six (6) Places, on a best efort basis, to purchase the

Placing Shares on the terms and conditions set out in this Agrement.

(D) The Subscriber has agred to subscribe for the Subscription Shares on the

terms and subject to the conditions set out in this Agrement.

IT IS HEREBY AGRED:-

1. INTERPRETATION

(A) In this Agrement, including the recitals and schedules hereto, the folowing

words and expresions have the folowing meanings unles the context

otherwise requires:-

“acting in concert” shal have the meaning ascribed to that

expresion in the Takeovers Code;

“Agrement” this placing and subscription agrement as

amended or varied from time to time by

agrement in writing duly executed by the

Parties;

“Anouncement” the anouncement substantialy in the form

as set out in Schedule Two subject to such

modifications as the Stock Exchange and/or

the SFC may require and proposed to be

isued on behalf of the Company

imediately folowing the execution of this

Agrement;

“asociates” has the same meaning as ascribed to it in the

Listing Rules;

“Busines Day” a day (except a Saturday, Sunday or public

holiday in Hong Kong or a day on which a

tropical cyclone warning no. 8 or above or a

“black rainstorm warning signal” is hoisted in

Hong Kong at any time betwen 9:00 a.m.

and 5:00 p.m.) on which licensed banks

operating in Hong Kong are generaly open

for ordinary busines (excluding internet

banking busines) in Hong Kong;

“CAS” the Central Clearing and Setlement System

established and operated by HKSC;

“Companies Ordinance” the Companies Ordinance (Cap. 622 of the

Laws of Hong Kong);

“Completion” the completion of the Placing or the

Subscription (as the case may be),

whereupon the Parties shal perform their

respective obligations contained in Clause 6;

“Disclosed” al information, facts and maters disclosed (i)

in this Agrement; (i) in any previously

published audited or unaudited acounts of

the Company and/or its subsidiaries; or (i)

in previously published anual and interim

reports, anouncements, circulars or any

other publications of the Company on the

website of the Stock Exchange;

“Group” the Company and its subsidiaries;

“HKSC” the Hong Kong Securities Clearing Company

Limited;

“HK$” Hong Kong dolars, the lawful curency of

Hong Kong;

“Hong Kong” the Hong Kong Special Administrative

Region of the People’s Republic of China;

“Listing Rules” the Rules Governing the Listing of Securities

on the Stock Exchange;

“Memorandum and Articles” the memorandum of asociation and the

articles of asociation for the time being of

the Company;

“Parties” the named parties to this Agrement and

their respective sucesors and permited

asigns and “Party” shal mean any one of

them;

“Place(s)” any profesional, institutional or other

investor(s) procured by the Placing Agent to

purchase the Placing Shares pursuant to the

Placing Agent’s obligations hereunder;

“Placing” the ofer by way of private placing of the

Placing Shares by the Placing Agent on the

terms and subject to the conditions of this

Agrement;

“Placing Completion Date” any date before 4 October 2024 or such

other date as the Subscriber and the Placing

Agent shal agre in writing (for avoidance of

doubt, the Placing Agent shal, in acordance

with Clause 2(E), deliver to the Subscriber a

list of the Places stating the exact date and

time of the Placing Completion Date);

“Placing Price” HK$0.325 per Placing Share;

“Placing Shares” a maximum of 50,000,000 existing Shares

beneficialy and legaly owned by the

Subscriber and to be placed by the Placing

Agent, on a best efort basis, to the Places

pursuant to this Agrement;

“Proceds” a sum equal to the agregate of the

Purchase Price multiplied by the number of

Placing Shares actualy sold by the

Subscriber under the Placing;

“SFC” the Securities and Futures Comision;

“Share(s)” share(s) of US$0.01 each in the capital of the

Company;

“Stock Exchange” The Stock Exchange of Hong Kong Limited;

“Subscription” the conditional subscription by the

Subscriber for the Subscription Shares

pursuant to Clause 3;

“Subscription Completion Date” a day faling within 14 days folowing the date

of this Agrement (i.e. on or before 4 October

2024) or such other date as the Subscriber

and the Company shal agre in writing;

“Subscription Shares” a maximum of 50,000,000 new Shares to be

isued by the Company to the Subscriber

(equivalent to the number of the Placing

Shares actualy sold by the Subscriber under

the Placing) pursuant to this Agrement;

“subsidiary(ies)” has the meaning atributed to it in section 2

of the Companies Ordinance;

“substantial shareholders” has the same meaning as ascribed to it in the

Listing Rules; and

“Takeovers Code” The Code on Takeovers and Mergers and

Share Buy-backs isued by the SFC as

amended from time to time.

(B) In this Agrement references herein to “Clauses”, “sub-Clauses” and the

“Schedule” are to clauses and sub-clauses of and the schedule to this

Agrement.

importing gender or the neuter include both genders and the neuter and

references to persons include bodies corporate or unincorporate.

(D) Headings and the table of contents in this Agrement are for convenience only

and shal not afect the interpretation of this Agrement.

2. PLACING

(A) The Placing Agent agres, on the terms and subject to the conditions set out in

this Agrement, to act as placing agent of the Subscriber, on a best efort basis,

to procure not les than six (6) Places to purchase each of the Placing Shares

at the Placing Price (together with such brokerage, Hong Kong stamp duty,

Stock Exchange trading fe, SFC transaction levy, Financial Reporting Council

transaction levy, and CAS stock setlement fe as may be payable by such

Places).

(B) The Subscriber hereby apoints the Placing Agent as its non-exclusive placing

agent to procure not les than six (6) Places, on a best efort basis, to

purchase each of the Placing Shares on the terms and subject to the conditions

set out in this Agrement. Any transaction lawfuly, reasonably and properly

caried out by the Placing Agent pursuant to this Agrement shal constitute a

transaction caried out by the Placing Agent at the request of the Subscriber

and as its placing agent and not on acount of or for the Placing Agent. The

Placing Agent shal not be responsible for any los or damage (except for any

los or damage arising out of any fraud, wilful default or gros negligence on

the part of the Placing Agent) to the Subscriber arising from any such

transaction or for any aleged insuficiency of the price (other than as a result of

non-compliance by the Placing Agent with its obligations under this Agrement)

at which the Placing Shares are sold hereunder. The Placing Agent agres,

on a best efort basis, to procure not les than six (6) Places to purchase the

Placing Shares (being the maximum of 50,000,000 existing Shares) at the

Placing Price. For avoidance of doubt, in the event that the actual number of

Placing Shares is les than 50,000,000 existing Shares, none of the parties

shal have any claim in relation to the actual number of Placing Shares, against

each other.

Placing Agent in acordance with the provisions hereof al powers, authorities

and discretion on its behalf which are necesary for, or reasonably incidental

to, the Placing and hereby agres to ratify and confirm al actions for the Placing

which the Placing Agent shal lawfuly, reasonably and properly do or have done

pursuant to the terms of this Agrement in exercise of such powers, authorities

and discretion as aforesaid.

(D) The Subscriber shal sel or procure the sale of the Placing Shares pursuant

hereto fre and clear from al liens, charges, encumbrances, claims, options

and third party rights of whatsoever nature and with al rights ataching thereto

as at the Placing Completion Date, including the right to receive al future

dividends and other distributions thereafter declared, made or paid on the

Placing Shares.

(E) By no later than 5 p.m. on the Busines Day imediately prior to the Placing

Completion Date, the Placing Agent shal deliver to the Subscriber a list of the

Places procured by it, the number of Placing Shares to be purchased by each

Place, the names and denomination (in board lots or otherwise) in which the

Placing Shares are to be registered, the exact date and time of the Placing

Completion Date and, where relevant, the CAS Acount to which the Placing

Shares are to be credited. The choice of the Places shal be determined by

the Placing Agent at its sole discretion subject to the requirements of the Listing

Rules and any objection the Stock Exchange may have to any particular person

or company being a Place PROVIDED that the Placing Shares shal be placed

by the Placing Agent to not les than six (6) Places and the Placing Agent

undertakes to use its best endeavours to procure that the Places are

independent of, and not conected with the directors, chief executive and

substantial shareholders of the Company or any of its subsidiaries or any of

their respective asociates and not acting in concert (as defined in the

Takeovers Code) with the Subscriber, its concert party(ies) (if any) or any of the

Company’s substantial shareholders.

3. SUBSCRIPTION

(A) Subject to Clauses 3(B) and 3(C), the Subscriber hereby agres to subscribe

(itself or through nomines) for the Subscription Shares (equivalent to the

number of the Placing Shares actualy sold by the Subscriber under the Placing)

at the Placing Price (payable in ful after deducting the amounts paid by the

Subscriber to the Placing Agent under Clause 7 at Completion of the Placing)

and the Company agres to isue and alot the Subscription Shares (equivalent

to the number of the Placing Shares actualy sold by the Subscriber under the

Placing) credited as fuly paid subject to the Memorandum and Articles.

(B) Completion of the Subscription is conditional upon:

(i) completion of the Placing pursuant to this Agrement; and

(i) the Listing Comite of the Stock Exchange granting listing of, and

permision to deal in, the Subscription Shares (the “Listing Aproval”)

and such listing and permision not subsequently revoked prior to the

delivery or deposit of definitive share certificate(s) representing the

Subscription Shares under Clause Eror! Reference source not found.

days next folowing the date of this Agrement (or such later date as may be

agred in writing by the Subscriber and the Company), al rights, obligations

and liabilities of the Subscriber and the Company in relation to the Subscription

shal cease and determine and none of the parties shal have any claim against

each other in respect of the Subscription save for any antecedent breaches.

(D) The Placing Agent and the Subscriber shal use their respective best

endeavours to procure the fulfilment of the condition set out in Clause 3(B)(i)

and the Company shal use its best endeavours to procure the fulfilment of the

condition set out in Clause 3(B)(i), each by the time and date stated or refered

to therein.

(E) The Placing Agent shal, as son as practicable, submit to the Stock Exchange

in the prescribed form a list of the Places procured by it under the Placing

and/or such other information as requested by the Stock Exchange. The

Placing Agent shal also furnish such information, suply such documents and

do al such acts and things as may be requested by the Hong Kong Stock

Exchange and the SFC in relation to the Places.

4. WARANTIES AND UNDERTAKINGS

(A) Save and except as Disclosed, the Company represents, warants and

undertakes to the Subscriber that:-

(i) the Subscription Shares wil be isued and aloted in acordance with

the Memorandum and Articles and with al relevant laws of Hong Kong

and the rules and regulations of the Stock Exchange and wil rank pari

pasu in al respects inter se and with al other Shares in isue as at the

Subscription Completion Date;

(i) the Company has ful power, authority and shareholders’ consent to

isue the Subscription Shares and does not require the consent thereto

of any other party, save for the Listing Aproval;

(i) al authorities necesary to enable the Subscription Shares to be aloted

and isued by the Company to the Subscriber and/or its nomines have

ben obtained, save for the Listing Aproval;

(iv) the Company has power to enter into this Agrement and this Agrement

has ben duly authorised and executed by, and constitutes legaly

binding obligations of the Company;

(v) the creation of the Subscription Shares and their alotment and isue

pursuant to this Agrement wil not cause any breach of any agrement

to which the Company and/or any of its subsidiaries is a party or by which

it is or any of them is bound and wil not infringe or exced any limits on,

powers of, or restrictions on or the terms of any contract, obligation or

comitment whatsoever of, the Company and/or any of its subsidiaries

and/or their respective boards of directors; and

(vi) the Subscription Shares wil on alotment and isue be fre from al liens,

charges, encumbrances and third party rights of whatsoever nature and

together with al rights ataching thereto at the Subscription Completion

Date.

(B) The Subscriber represents, warants and undertakes to the Placing Agent that:-

(i) the Subscriber is the legal and beneficial owner of the Placing Shares;

(i) the Subscriber has the power to enter into this Agrement and this

Agrement has ben duly authorised and executed by, and constitutes

legaly binding obligations of, the Subscriber and al necesary

authorities have ben obtained to enable the Placing Shares to be sold

or procured to be sold by it; and

(i) the Placing Shares are fuly paid, rank pari pasu in al respects with al

other Shares, and are fre from al liens, charges, encumbrances and

third party rights of whatsoever nature and wil be sold together with al

rights ataching thereto at the Placing Completion Date.

undertakes to the Placing Agent that:

(i) al statements of facts contained in the Anouncement relating to the

Group are true and acurate in al material respects and are not

misleading in the context of the Placing and the Subscription (the

“Context”); and any expresions of opinion, expectation and intention

expresed therein by or on behalf of the Company are in al material

respects made on reasonable grounds, and are truly and honestly held,

and there are no facts known or which could, on reasonable inquiry, have

ben known to the Company or any of its directors which are not

disclosed in the Anouncement, the omision of which would make any

statement in the Anouncement misleading in the Context or might

reasonably be considered to be material for disclosure in the Context;

(i) up to and including the Subscription Completion Date, the entire existing

isued share capital of the Company is listed on the Stock Exchange and

the Company is not aware of any circumstances whereby such listing wil

be suspended (other than on a voluntary basis and for no longer than

thirty (30) Busines Days), canceled or revoked on or before the

Subscription Completion Date.

(D) Each of the parties hereby undertakes to the other parties to procure that no

public anouncement or comunication (other than the Anouncement)

concerning the Placing, the Subscription, the Company and/or the Subscriber

which is material in relation to the Placing and/or the Subscription shal be made

or despatched betwen the date hereof and the Subscription Completion Date

or the Placing Completion Date (whichever is later) without prior writen consent

of the other parties as to the content, timing and maner of making or despatch

thereof, save as required by aplicable laws, the Stock Exchange and/or the

SFC.

(E) The Placing Agent hereby represents, warants and undertakes to each of the

Subscriber and the Company that:-

(i) it has the power and authority to enter into this Agrement and this

Agrement has ben duly authorised and executed by it, and constitutes

its legaly binding obligations;

(i) it has not ofered or sold, shal not ofer or sel any of the Placing Shares

in any jurisdiction outside Hong Kong except under circumstances that

comply with al aplicable laws and regulations;

(i) neither the Placing Agent nor any of its afiliates or persons acting on

their behalf has made or wil make, in performing the obligations under

this Agrement, to any person to whom any of the Placing Shares may

be ofered any representation and/or statement regarding the Group or

the financial or busines position or prospects of the Group which was

not or is not at the of time making the same ben disclosed to the public

in writing by the Company;

(iv) it shal at al times comply with al rules, regulations and guidelines

aplicable to the Placing of the Stock Exchange and codes of the SFC

in relation to its role as placing agent for the Placing; and

(v) it shal make available and promptly suply, or procure the relevant

Place(s) to make available and promptly suply, al such information to

the Stock Exchange and SFC about the Place(s) as the Stock

Exchange or SFC may require for the purpose of or in conection with

the Listing Rules and other relevant regulations.

(F) The representations and waranties contained in this Clause 4 are demed to

be given as at the date hereof and shal be demed to be repeated at al times

up to and including the Placing Completion Date and the Subscription

Completion Date with reference in each case to the facts and circumstances

then subsisting. Each of the Company and the Subscriber hereby undertakes

up to and until the Subscription Completion Date or the early termination of this

Agrement (whichever is the earliest) to notify the Placing Agent of any mater

or event coming to its atention prior to Completion which shows any relevant

representation or waranty given by it to be or to have ben untrue or inacurate

at the date hereof or at any time prior to Completion.

5. INDEMNITY

(A) The Subscriber and the Company undertake with the Placing Agent on demand

on a joint and several basis to hold the Placing Agent fuly and efectively

indemnified against al loses, claims, costs, charges and expenses (except

those directly or indirectly arising out of or as a result of or in conection with

any fraud, wilful default or gros negligence on the part of the Placing Agent or

as a result of or in conection with any breach of any of the provisions or failure

to perform any of its obligations under this Agrement) which the Placing Agent

has sufered or reasonably incured or which have ben brought against or

reasonably incured by the Placing Agent arising out of or as a result of the

performance by the Placing Agent of its obligations under this Agrement or

any breach by the Company or the Subscriber of any provision of this

Agrement or any breach by the Company or the Subscriber of any waranty or

undertaking and any failure by the Company or the Subscriber to perform any

of its obligations under this Agrement.

(B) The Placing Agent undertakes with each of the Subscriber and the Company

severaly on demand to hold each of the Subscriber and the Company fuly and

efectively indemnified against al loses, claims, costs, charges and expenses

(except those directly or indirectly arising out of or as a result of or in conection

with any fraud, wilful default or gros negligence on the part of each of the

Subscriber and/or the Company respectively or as a result of or in conection

with any breach of any of the provisions or failure to perform any of their

respective obligations under this Agrement) which each of the Subscriber and

the Company respectively has sufered or reasonably incured or which have

ben brought against or reasonably incured by each of the Subscriber and the

Company respectively arising out of or as a result of any breach by the Placing

Agent of any provision of this Agrement or any breach by the Placing Agent of

any waranty or undertaking and any failure by the Placing Agent to perform

any of its obligations under this Agrement (including without limitation its

obligation under Clause 2(E).

shal be bought by the Placing Agent or the Subscriber to or against the

Company for any breach of any representations, waranties and undertakings

or other provision of this Agrement by the Company if the mater underlying

such claim is Disclosed.

6. COMPLETION

(A) Completion of the Placing shal take place at or before 10:30 a.m. on the Placing

Completion Date in acordance with the completion mechanics as described in

Schedule Thre.

(B) Completion of the Subscription shal take place at the ofices of the Company

or such other venue as the Parties may agre at 3:00 p.m. on the Subscription

Completion Date when al (but, not partly only) of the folowing busines shal

be transacted:

(i) the Subscriber shal deliver to the Company an aplication for the

Subscription Shares in the form set out in Schedule One, which shal

state an actual number of new Shares to be subscribed by the

Subscriber and shal be equivalent to the number of the Placing Shares

actualy sold by the Subscriber under the Placing, and make or procure

making of payment of the agregate subscription price of the

Subscription Shares, les the amounts deducted by the Placing Agent

under Clause 7 to the Company, by way of cash, together with an

instruction (if the Subscriber wishes the Subscription Shares to be

deposited into CAS) for the Subscription Shares to be deposited into

CAS for credit to the acount of a CAS participant designated in

that instruction;

(i) the Company shal isue and alot credited as fuly paid to the Subscriber

(and/or its nomine) the Subscription Shares and shal procure that the

Subscriber and/or its nomine (which wil be HKSC Nomines Limited

if the Subscription Shares are to be deposited into CAS) are

registered on the register of members of the Company in respect thereof;

and

(i) the Company shal, at the discretion of the Subscriber, EITHER deliver

to the Subscriber and/or its nomine definitive share certificates in board

lots or in such denomination as the Subscriber may request isued in the

name of the Subscriber or its nomine in respect of such number of the

Subscription Shares to be subscribed by it and in acordance with the

instructions given in the aplication to be delivered as refered to above

provided that with the consent of the Subscriber, this obligation may be

satisfied within two weks of the Subscription Completion Date OR

subject to receipt of the instructions refered to Clause 6(B)(i), arange

for the Subscription Shares to be deposited into CAS in acordance

with these instructions.

7. COMISIONS AND EXPENSES

(A) In consideration of the services of the Placing Agent in relation to the Placing,

the Subscriber shal, upon completion of the Placing, pay to the Placing Agent

a comision of 1.0 per cent. of the agregate Placing Price of the actual

number of Placing Shares actualy sold by the Subscriber to the Places

procured by the Placing Agent and the Placing Agent is hereby authorised to

deduct such amount (or any part thereof) and the fes set out in Clause 7(B)

from the payment to be made by it (if any) to the Subscriber and/or its

nomine(s) at completion of the Placing pursuant to paragraph 2.1 of Schedule

Thre of this Agrement and in respect of which the Subscriber shal be entitled

to deduct from the payment to be made by it to the Company pursuant to Clause

6(B)(i).

(B) In adition to the fes refered to in Clause 7(A):

(i) the Company shal pay al seler’s Hong Kong stamp duty on the sold

notes and instruments of transfer refered to in Clause 6, Stock

Exchange trading fe and SFC transaction levy (if any) as may be

payable in respect of the actual number of Placing Shares and al

charges, fes and expenses of the Company’s share registrar including

(without limitation) the fes and expenses in efecting the transfer of the

actual number of Placing Shares, and the isue of certificates therefor in

board lots or otherwise, to the Places (or their respective nomines),

al of which amounts the Placing Agent is hereby authorised to deduct

from the payment to be made by it to the Subscriber and/or its nomine(s)

pursuant to paragraph 2.1 of Schedule Thre of this Agrement for the

purposes of paying such costs, charges, fes and expenses; and in

respect of which the Subscriber shal be entitled to deduct from the

payment to be made by it to the Company pursuant to Clause 6(B)(i);

and

(i) the Company shal bear al reasonable out-of-pocket expenses

(including but not limited to fes charged by HKSC in respect of

CAS transactions) properly incured by the Placing Agent in relation

to this Agrement (provided that for any single item exceding

HK$10,000 prior writen consent of the Company shal be obtained),

which, if ascertained at completion of the Placing, the Placing Agent is

hereby authorised to deduct from the payment to be made to the

Subscriber and/or its nomine(s) pursuant to paragraph 2.1 of Schedule

Thre of this Agrement and in respect of which the Subscriber shal be

entitled to deduct from the payment to be made by it to the Company

pursuant to Clause 6(B)(i).

ben properly incured, shal be made by the Company to the Placing Agent

whether or not completion of the Placing takes place.

8. TERMINATION

(A) Notwithstanding anything contained in this Agrement, the Placing Agent shal

be entitled by notice in writing to the Subscriber (for itself and on behalf of the

Company) at any time prior to 9:30 a.m. on the Placing Completion Date to

terminate this Agrement:

(i) if there is any new law, rule or regulation or any change in existing laws

(including comon law), rules or regulations (or the juridical

interpretation thereof) or other ocurence of any nature whatsoever

which, in the reasonable opinion of the Placing Agent, are or may be

materialy adverse to the busines or financial position of the Group

taken as a whole or otherwise makes it inexpedient or inadvisable to

proced with the Placing;

(i) if there is any event or circumstance (whether or not forming part of a

series of events or circumstances ocuring or continuing before, on

and/or after the date of this Agrement) or material change or

deterioration in local, national, international, political, military, financial,

economic, market or trading conditions or any other conditions (whether

or not ejusdem generis with any of the foregoing) in any part of the world

in which the Company or any of its subsidiaries caries on busines

which, in the reasonable opinion of the Placing Agent, is or may be

materialy adverse to the busines or financial position of the Group

taken as a whole or otherwise makes it inexpedient or inadvisable to

proced with the Placing;

(i) if there is any suspension of dealings in the Shares for any period of

thirty (30) consecutive trading days or more (other than in relation to the

Placing);

(iv) if there is any moratorium, suspension or material restriction on trading

in shares or securities generaly on the Stock Exchange;

(v) if there is any material breach of any of the representations, waranties

and undertakings by the Company or the Subscriber set out in Clause 4

comes to the knowledge of the Placing Agent or any event ocurs or any

mater arises on or after the date hereof and prior to the Placing

Completion Date which if it had ocured or arisen before the date hereof

would have rendered any of such representations, waranties and

undertakings untrue or incorect in any material respect and any such

breach or failure is material or (in the opinion of the Placing Agent) is or

would materialy and adversely afect the financial position or busines

of the Company and/or of the Group as a whole or is or would be

materialy adverse to the suces of the Placing, or there has ben a

material breach of, or material failure to perform, any other provision of

this Agrement on the part of the Company, save as the Disclosed; or

(vi) if there is any material adverse change, or material development

involving a prospective material adverse change in the general afairs,

condition, results of operations or prospects, management, busines,

stockholders’ equity or in the financial or trading position of the Company

and/or of the Group as a whole which in the opinion of the Company and

the Placing Agent is materialy adverse to the suces of the Placing.

(B) If notice is given pursuant to this Clause 8, this Agrement shal terminate and

be of no further efect and no party shal be under any liability to any other in

respect of this Agrement, except for any antecedent breaches and that the

Company shal remain liable for the payment of al costs and expenses refered

to in Clause 7(B) already incured and that the provisions of Clause 4 shal

remain in ful force and efect.

9. MISCELANEOUS

(A) Al provisions of this Agrement shal so far as they are capable of being

performed or observed continue in ful force and efect notwithstanding

Completion except in respect of those maters then already performed.

(B) This Agrement may be executed in thre or more counterparts each of which

shal be binding on the party who shal have executed it but which shal together

constitute one agrement.

10. NOTICES

(A) Any notice required to be given under this Agrement shal be demed duly

served if left at or sent by registered or recorded delivery post to the adrese

thereof, at its adres first before stated in this Agrement or such other

adres as may have ben last notified in writing by or on behalf of any such

party to the other parties hereto. Any such notice shal be demed to be

served at the time when it is left at the adres of the party to be served and, if

served by post, on the second Busines Day next folowing the day of posting.

(B) The Subscriber hereby irevocably apoints the Company as its agent to acept

service of legal proces out of the courts of Hong Kong in conection with this

Agrement. The Subscriber further agres to maintain a duly apointed agent

in Hong Kong to acept service of legal proces out of the courts of Hong Kong

and to kep to other Parties informed of the name and adres of such agent.

Service on such proces agent (or its substitutes apointed pursuant to the

procedures described above) shal be demed to be service on its apointer.

The provisions of Clause 10(A) shal aply to the service of court proces on

the proces agent of the Subscriber.

11. PUNCTUAL PERFORMANCE

Time shal be of the esence of this Agrement.

12. GOVERNING LAW

(A) This Agrement is governed by and shal be interpreted in acordance with the

laws of Hong Kong.

(B) The parties hereby submit to the non-exclusive jurisdiction of the courts of Hong

Kong in conection herewith but this Agrement may be enforced in any Court

of competent jurisdiction.

party to this Agrement shal have no rights under the Contracts (Rights of Third

Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) to enforce any

provisions of this Agrement.

[the remainder of this page is intentionaly left blank]

SCHEDULE ONE

Date:

To: SANERGY GROUP LIMITED

Dear Sirs,

Subscription for Shares

We refer to the placing and subscription agrement dated 20 September 2024 (the

“Agrement”) and entered into betwen CHINA SUNRISE SECURITIES

(INTERNATIONAL) LIMITED, ourselves and yourselves (the “Company”).

Expresions defined in the Agrement shal have the same meanings where used

herein.

Pursuant to the provisions of the Agrement, we, the Subscriber, hereby aply for

50,000,000 Shares at the Placing Price subject to the Memorandum and Articles.

Pursuant to Clause 6(B)(i) of the Agrement, we hereby confirm that the agregate

subscription price for the Subscription Shares shal be satisfied in ful by way of cash.

You are requested to register the folowing name on the register of members of the

Company in Hong Kong in acordance with the Memorandum and Articles:-

Registered Owner No. of Shares

OTAUTAHI CAPITAL INC. 50,000,000

Yours faithfuly,

–

Name: Peter Brendon Wylie

Title: Director

For and on behalf of

OTAUTAHI CAPITAL INC.

SCHEDULE TWO

(Anouncement)

HongKongExchangesandClearingLimitedandTheStockExchangeofHongKongLimited

takenoresponsibilityforthecontentsofthisanouncement,makenorepresentationasto

itsacuracyorcompletenesandexpreslydisclaimanyliabilitywhatsoeverforanylos

howsoeverarisingfromorinrelianceuponthewholeoranypartofthecontentsofthis

anouncement.

Thisanouncementisforinformationpurposesonlyandoesnotconstituteaninvitationor

ofertoacquire,purchaseorsubscribeforanysecurities,norisitintendedtoinviteany

suchoferorinvitation.

SANERGY GROUP LIMITED

(Incorporated in Cayman Islands with limited liability)

(Stock code: 2459)

升能集团有限公司

PLACINGOFEXISTINGSHARESANDTOP-UPSUBSCRIPTIONOF

NEWSHARESUNDERTHEGENERALMANDATE

PlacingAgent

TheBoardispleasedtoanouncethaton20September2024(aftertradinghours),the

Company,theTop-upVendorandthePlacingAgententeredintothePlacingand

SubscriptionAgrement,pursuantowhich(i)theTop-upVendoragredtosel,andthe

PlacingAgentagred,astheTop-upVendor

’

splacingagent,to,onabestefortbasis,

procurenotlesthansix(6)Places(who,orwhoseultimatebeneficialowner,shalbe

IndependentThirdParties),topurchaseupto50,000,000SharesheldbytheTop-up

VendorathePlacingPriceofHK$0.325perPlacingShare,and(i)theTop-upVendor

conditionalyagredtosubscribefor,andtheCompanyconditionalyagredtoalotand

isuesuchnumberofnewSharesequaltothenumberofPlacingSharesactualyplaced

undertheVendorPlacingatheSubscriptionPriceofHK$0.325perSubscriptionShare

(beingthesameasthePlacingPrice).

–

AsumingthePlacingSharesarefulyplaced,thegrosprocedsfromtheSubscription

arexpectedtobeaproximatelyHK$16.3milioninagregate,andthenetproceds

(afterdeductingalrelevantfes,costsandexpensestobeborneorincuredbythe

Company)fromtheSubscriptionarexpectedtobeaproximatelyHK$16.0milionin

agregate.AsforthenetprocedsfromtheSubscription,(a)aproximately50%wilbe

usedfordevelopmentofgraphitelectrodesbusines,includingbutnotlimitedto(i)

procurementofrawmaterialsand/orgraphitelectrodes,(i)paymentforsubcontracting

andconversioncostand(i)otheroperatingandoverheadcosts,and(b)aproximately

50%wilbeusedforeplenishmentofliquidityandgeneralcorporatepurposes.

UponthecompletionofthePlacingandSubscription,theprocedsraisedwilenhancethe

Group

’

sfinancialstrength,marketcompetitivenesandcomprehensivestrength,and

promotethelong-termhealthyandsustainabledevelopmentoftheGroup.ThePlacingand

SubscriptionwilalsofurtherbroadenandiversifytheCompany

’

sShareholderbaseby

atractinganumberofinstitutionaland/ornon-institutionalinvestors,andtofurther

enhancetheliquidityoftheSharesthroughtheVendorPlacing.TheSubscriptionShares

wilbealotedandisuedbytheCompanyundertheGeneralMandate.

ThemaximumnumberofPlacingShares,whichshalbethesameasthenumberof

SubscriptionShares,representing(i)aproximately4.95%ofthetotalnumberofShares

inisueoftheCompany(i.e.1,010,000,000Shares)asathedateofthisanouncement

and(i)aproximately4.72%ofthetotalnumberofSharesinisueoftheCompanyas

enlargedbytheSubscriptionShares(asumingthathePlacingSharesarefulyplaced

andexceptfortheSubscriptionSharestobealotedandisued,thereisnochangeinthe

totalnumberofSharesinisueoftheCompanyfromthedateofthisanouncementand

uptothedateofcompletionofthePlacingandSubscription).

ThePlacingPriceofHK$0.325perPlacingSharerepresents:

(a)adiscountofaproximately13.3%totheclosingpriceofHK$0.375perShareas

quotedontheStockExchangeonthedateofthePlacingandSubscription

Agrement;and

(b)adiscountofaproximately19.2%totheaverageclosingpriceofaproximately

HK$0.402perShareasquotedontheStockExchangeforthelastfive(5)

consecutivetradingdaysuptoandincludingtheLastTradingDay.

AnaplicationwilbemadebytheCompanytotheStockExchangeforthelistingof,and

permisiontodealin,theSubscriptionShares.Furtheranouncementwilbemadebythe

CompanyuponcompletionofthePlacingandSubscription.

AsthecompletionofthePlacingandSubscriptionisubjectothefulfilmentof

certainconditionsprecedentandthePlacingAgentnotexercisingitstermination

right,thePlacingandSubscriptionmayormaynotproced.Shareholdersand

potentialinvestorsoftheCompanyareadvisedtoexercisecautionwhendealingin

thesecuritiesoftheCompany.

–

TheBoardispleasedtoanouncethaton20September2024(aftertradinghours),the

Company,theTop-upVendorandthePlacingAgententeredintothePlacingand

SubscriptionAgrement,pursuantowhich(i)theTop-upVendoragredtosel,andthe

PlacingAgentagred,astheTop-upVendor

’

splacingagent,to,onabestefortbasis,

procurenotlesthansix(6)Places(who,orwhoseultimatebeneficialowner(s),shalbe

IndependentThirdParties)topurchaseupto50,000,000SharesheldbytheTop-upVendor

athePlacingPriceofHK$0.325perPlacingShare,and(i)theTop-upVendor

conditionalyagredtosubscribefor,andtheCompanyconditionalyagredtoalotand

isuesuchnumberofnewSharesequaltothenumberofPlacingSharesactualyplaced

undertheVendorPlacingatheSubscriptionPriceofHK$0.325perSubscriptionShare

(beingthesameasthePlacingPrice).

TheprincipaltermsofthePlacingandSubscriptionAgrementaresumarisedasfolows:

PLACINGANDSUBSCRIPTIONAGREMENT

Date

20September2024(aftertradinghours)

Parties

(1)theCompany;

(2)theTop-upVendor;and

(3)thePlacingAgent(astheplacingagentoftheTop-upVendor).

TheTop-upVendorisalimitedliabilitycompanyincorporatedunderthelawsoftheBritish

VirginIslands.Asathedateofthisanouncement,theTop-upVendorisasubstantial

shareholderholding187,572,000Shares,representingaproximately18.57%ofthentire

isuedsharecapitaloftheCompany.

TothebestoftheDirectors

’

knowledge,informationandbelief,afterhavingmadeal

reasonablenquiries,thePlacingAgentanditsultimatebeneficialowner(s)areIndependent

ThirdParties.

THEPLACING

SubjectothetermsandconditionsofthePlacingandSubscriptionAgrement,theTop-up

Vendoragredtosel,andthePlacingAgentagredtoactastheplacingagentoftheTop-

upVendorto,onabestefortbasis,procurenotlesthansix(6)Placestopurchaseupto

50,000,000PlacingSharesathePlacingPriceonthePlacingCompletionDate.

–

Places

ThePlacingAgentshalprocurethePlacingSharestobeplacedtonotlesthansix(6)

Places,whowilbeprofesional,institutionalorotherinvestorswhoseultimatebeneficial

ownersareIndependentThirdParties,andarenotpartiesactinginconcertwithanyofthe

Top-upVendoranditsconcertparty(ies)(ifany)fromthedateofthePlacingand

SubscriptionAgrementanduptothePlacingCompletionDate.Itisexpectedthatnoneof

thePlaceswilbecomeasubstantialshareholderand/oraconectedpersonoftheCompany

imediatelyafterthecompletionoftheVendorPlacing.

PlacingShares

ThemaximumnumberofPlacingSharesundertheVendorPlacingis50,000,000Shares

withaparvalueofUS$0.01each,representing(i)aproximately4.95%ofthetotalnumber

ofSharesinisueoftheCompany(i.e.1,010,000,000Shares)asathedateofthis

anouncement;and(i)aproximately4.72%ofthetotalnumberofSharesinisueofthe

CompanyasenlargedbytheSubscriptionShares(asumingthathePlacingSharesarefuly

placedandexceptfortheSubscriptionSharestobealotedandisued,thereisnochangein

thetotalnumberofSharesinisueoftheCompanyfromthedateofthisanouncementand

uptothedateofcompletionofthePlacingandSubscription).

PlacingPrice

ThePlacingPriceofHK$0.325perPlacingSharerepresents:

(a)adiscountofaproximately13.3%totheclosingpriceofHK$0.375perShareas

quotedontheStockExchangeonthedateofthePlacingandSubscriptionAgrement;

and

(b)adiscountofaproximately19.2%totheaverageclosingpriceofaproximately

HK$0.402perShareasquotedontheStockExchangeforthelastfive(5)consecutive

tradingdaysuptoandincludingtheLastTradingDay.

ThePlacingPricewasdeterminedbasedontheprevailingmarketpricesoftheSharesand

wasarivedatbytheCompany,theTop-upVendorandthePlacingAgenthrough

negotiationonarm

’

slengthbasis.

VendorPlacingComision

PursuantothePlacingandSubscriptionAgrement,thePlacingAgentwilreceivea

comisionfeof1.0%oftheamountinHongKongdolarsequivalentothePlacingPrice

multipliedbythenumberofthePlacingSharesactualyplacedundertheVendorPlacing.

RightsofPlacingShares

ThePlacingSharesrankparipasuinalrespectswithalotherSharesinisueofthe

Company,andwilbesoldfrefromaliens,charges,encumbrancesandthirdpartyrights

ofwhatsoevernature,andtogetherwithalrightsatachingtheretonthePlacing

CompletionDate.

–

CompletionoftheVendorPlacing

TheVendorPlacingisnotsubjectothesatisfactionofanyconditionsprecedent.

CompletionoftheVendorPlacingshaltakeplaceonthePlacingCompletionDateorsuch

otherdateastheTop-upVendorandthePlacingAgentshalagreinwriting.

Termination

ThePlacingAgentmayterminatethePlacingandSubscriptionAgrementbygivingnotice

inwritingtotheTop-upVendor(foritselfandonbehalfoftheCompany)atanytimeprior

to9:30a.m.onthePlacingCompletionDateupontheocurenceofthefolowingevents:

(a)ifthereisanynewlaw,ruleoregulationoranychangeinexistinglaws(including

comonlaw),rulesoregulations(orthejuridicalinterpretationthereof)orother

ocurenceofanynaturewhatsoeverwhich,inthereasonableopinionofthePlacing

Agent,areormaybematerialyadversetothebusinesorfinancialpositionofthe

Grouptakenasawholeorotherwisemakesitinexpedientorinadvisabletoproced

withtheVendorPlacing;or

(b)ifthereisanyeventorcircumstance(whetherornotformingpartofaseriesofevents

orcircumstancesocuringorcontinuingbefore,onand/orafterthedateofthePlacing

andSubscriptionAgrement)ormaterialchangeordeteriorationinlocal,national,

international,political,military,financial,economic,marketortradingconditionsor

anyotherconditions(whetherornotejusdemgeneriswithanyoftheforegoing)inany

partoftheworldinwhichtheCompanyoranyofitsubsidiariescariesonbusines

which,inthereasonableopinionofthePlacingAgent,isormaybematerialyadverse

tothebusinesorfinancialpositionoftheGrouptakenasawholeorotherwisemakes

itinexpedientorinadvisabletoprocedwiththeVendorPlacing;or

(c)ifthereisanysuspensionofdealingsintheSharesforanyperiodofthirty(30)

consecutivetradingdaysormore(otherthaninrelationtotheVendorPlacing);or

(d)ifthereisanymoratorium,suspensionormaterialrestrictionontradinginsharesor

securitiesgeneralyontheStockExchange;or

(e)ifthereisanymaterialbreachofanyoftherepresentations,warantiesand

undertakingsbytheCompanyortheTop-upVendorsetoutinthePlacingand

SubscriptionAgrementcomestotheknowledgeofthePlacingAgentoranyevent

ocursoranymaterarisesonorafterthedateofthePlacingandSubscription

AgrementandpriortothePlacingCompletionDatewhichifithadocuredorarisen

beforethedatehereofwouldhaverenderedanyofsuchrepresentations,warantiesand

undertakingsuntrueorincorectinanymaterialrespectandanysuchbreachorfailure

ismaterialor(intheopinionofthePlacingAgent)isorwouldmaterialyandadversely

afecthefinancialpositionorbusinesoftheCompanyand/oroftheGroupasawhole

orisorwouldbematerialyadversetothesucesoftheVendorPlacing,ortherehas

benamaterialbreachof,ormaterialfailuretoperform,anyotherprovisionofthe

PlacingandSubscriptionAgrementonthepartoftheCompany,saveasdisclosed

thereunder;or

–

(f)ifthereisanymaterialadversechange,ormaterialdevelopmentinvolvingaprospective

materialadversechangeinthegeneralafairs,condition,resultsofoperationsor

prospects,management,busines,stockholders

’

equityorinthefinancialortrading

positionoftheCompanyand/oroftheGroupasawholewhichintheopinionofthe

CompanyandthePlacingAgentismaterialyadversetothesucesoftheVendor

Placing.

THESUBSCRIPTION

SubjectothetermsandconditionsofthePlacingandSubscriptionAgrement,theTop-up

Vendorconditionalyagredtosubscribefor,andtheCompanyconditionalyagredtoalot

andisue,upto50,000,000SubscriptionShares(beingequivalentothenumberofthe

PlacingSharesactualyplaced)atheSubscriptionPrice(beingequivalentothePlacing

Price).

SubscriptionShares

AsumingthePlacingSharesarefulyplaced,theSubscriptionSharesrepresent(i)

aproximately4.95%ofthetotalnumberofSharesinisueoftheCompany(i.e.

1,010,000,000Shares)asathedateofthisanouncementand(i)aproximately4.72%of

thetotalnumberofSharesinisueoftheCompanyasenlargedbytheSubscriptionShares

(asumingthathePlacingSharesarefulyplacedandexceptfortheSubscriptionSharesto

bealotedandisued,thereisnochangeinthetotalnumberofSharesinisueofthe

Companyfromthedateofthisanouncementanduptothedateofcompletionofthe

PlacingandSubscription).ThenumberofSubscriptionShareswilbequivalentothe

numberofthePlacingSharesactualyplacedundertheVendorPlacing.Asumingthe

PlacingSharesarefulyplaced,thetotalnominalvalueoftheSubscriptionShareswilbe

US$500,000.

SubscriptionPrice

TheSubscriptionPriceisequivalentothePlacingPrice.ThenetpricefortheSubscription

(afterdeductingalrelevantfes,costsandexpensestobeborneorincuredbythe

Company)isestimatedtobeaproximatelyHK$0.319perSubscriptionShare.

TheSubscriptionPricewasdeterminedwithreferencetothePlacingPriceafterarm

’

slength

negotiationsbetwentheCompanyandtheTop-upVendor.TheDirectors(includingthe

independentnon-executiveDirectors)considerthatheSubscriptionPriceisfairand

reasonableundercurentmarketconditions.

–

StatusofSubscriptionShares

TheSubscriptionShares,whenisuedpursuantothePlacingandSubscriptionAgrement,

wilbealotedandisuedfulypaidupandrankparipasuinalrespectsamong

themselvesandwithotherSharesinisueoftheCompanyasatheSubscriptionCompletion

Date,togetherwithaltherightsatachingtheretoasatheisuancedateoftheSubscription

Shares,includingtherightoreceivealdividendsandotherdistributionswhichmaybe

declared,madeorpaidinrespectoftheSubscriptionShares.

ConditionsoftheSubscription

ThecompletionoftheSubscriptionisconditionaluponthefulfilmentofthefolowing

conditions:

(1)theListingComiteoftheStockExchangegrantingthelistingof,andpermisionto

dealin,theSubscriptionSharesandsuchlistingandpermisionotsubsequently

revokedpriortothedeliveryordepositofdefinitivesharecertificate(s)representingthe

SubscriptionShares;and

(2)thecompletionoftheVendorPlacingpursuantothePlacingandSubscription

Agrement.

CompletionoftheSubscription

ThecompletionoftheSubscriptionwiltakeplaceontheSubscriptionCompletionDate

providedthatheaboveconditionshavebensatisfied.Intheventhatcompletionofthe

Subscriptiondoesnotakeplacewithin14daysafterthedateofthePlacingand

SubscriptionAgrementorsuchlaterdateastheTop-upVendorandtheCompanymay

agreinwriting,alrights,obligationsandliabilitiesoftheTop-upVendorandthe

CompanyinrelationtotheSubscriptionshalceaseandetermineandnoneofthepartiesto

thePlacingandSubscriptionAgrementshalhaveanyclaimagainsteachotherinrespect

oftheSubscriptionsaveforanyantecedentbreaches.

AstheTop-upVendor(asubstantialshareholder)isaconectedpersonoftheCompanyand

theSubscriptionconstitutesaconectedtransactionoftheCompanyexemptunderRule

14A.92(4)oftheListingRules,iftheSubscriptionisnotcompletedwithin14daysafterthe

dateofthePlacingandSubscriptionAgrement,alrelevantprovisionsoftheListingRules

inrelationtoconectedtransactionswilaplytotheSubscription,unlesotherwisewaived

bytheStockExchange.Furtheranouncementwilbemadeifthisocurs.

GeneralMandatetoIsuetheSubscriptionShares

ThealotmentandisueoftheSubscriptionSharesisnotsubjectotheaprovalofthe

Shareholders.TheSubscriptionShareswilbealotedandisuedbytheCompanyunderthe

GeneralMandate,pursuantowhichtheBoardisauthorisedtoisue,alotandealwithup

to20%oftheSharesoftheCompanyinisueasathedateoftheanualgeneralmetingof

theCompanyheldon16May2024,thatisuptoatotalof202,000,000Shares.Asathe

dateofthisanouncement,theCompanyhasnotisuedanynewSharespursuantothe

GeneralMandate.

–

REASONSFORANDUSEOFTHEPROCEDSFROMTHEPLACINGAND

SUBSCRIPTION

UponthecompletionofthePlacingandSubscription,theprocedsraisedwilenhancethe

Group

’

sfinancialstrength,marketcompetitivenesandcomprehensivestrength,andpromote

thelong-termhealthyandsustainabledevelopmentoftheGroup.ThePlacingand

SubscriptionwilalsofurtherbroadenandiversifytheCompany

’

sShareholderbaseby

atractinganumberofinstitutionaland/ornon-institutionalinvestors,andtofurtherenhance

theliquidityoftheSharesthroughtheVendorPlacing.Basedonthecurentmarket

conditions,theDirectorsconsiderthathetermsofthePlacingandSubscriptionAgrement

(includingbutnotlimitedtothePlacingPrice,theSubscriptionPriceandtheVendor

Placingcomision)arefairandreasonableandinthebestinterestsoftheCompanyandits

Shareholdersasawhole.

AsumingthePlacingSharesarefulyplaced,thegrosprocedsfromtheSubscriptionare

expectedtobeaproximatelyHK$16.3milioninagregate,andthenetproceds(after

deductingalrelevantfes,costsandexpensestobeborneorincuredbytheCompany)

fromtheSubscriptionarexpectedtobeaproximatelyHK$16.0milioninagregate.As

forthenetprocedsfromtheSubscription,(a)aproximately50%wilbeusedfor

developmentofgraphitelectrodesbusines,includingbutnotlimitedto(i)procurementof

rawmaterialsand/orgraphitelectrodes,(i)paymentforsubcontractingandconversioncost

and(i)otheroperatingandoverheadcosts,and(b)aproximately50%wilbeusedfor

replenishmentofliquidityandgeneralcorporatepurposes.

AsdisclosedintheinterimresultsanouncementoftheCompanydated30August2024for

thesixmonthsended30June2024(the

‘

InterimResultsAnouncement

’

),aproximately

HK$88.2milionofthenetprocedsreceivedbytheCompanyfromtheinitialpublic

oferingoftheSharesremainsunutilised.Asofthedateofthisanouncement,theCompany

intendstoutilisesuchprocedsinacordancewiththepurposeandtimelineasdisclosedin

theInterimResultsAnouncement.GiventhatheCompanyintendstoenhanceitscore

busines,theDirectorsconsiderthataditionalcashresourceswilberequiredinthisregard.

ConsideringtherecentprevailingmarketconditionsandmarketpriceoftheSharesandthe

factorsasetoutabove(includingbutnotlimitedtothebroadeningoftheShareholders

’

base),theDirectorsconsiderthathePlacingandSubscriptionwouldbeapropriateinorder

toreplenishtheCompany

’

scashresourcesfortheaboveintendedpurposes,whichwouldbe

importantforthepromotionoftheGroup

’

slong-termsuces.

EQUITYFINANCINGACTIVITIESINTHEPAST12MONTHS

TheCompanyhadisued10,000,000SharesatanisuepriceofHK$3.60perShareon22

December2023insatisfactionoftheconsiderationofUS$4.6milion(equivalento

aproximatelyHK$36.0milion)payablebytheGroupfortheacquisitionofalandinItaly,

asdisclosedintheanouncementoftheCompanydated13November2023.

Saveasdisclosed,theCompanyhadnotconductedanyequityfundraisingactivityinthe12

monthsimediatelypriortothedateofthisanouncement.

–

EFECTSOFTHEPLACINGANDSUBSCRIPTIONONTHESHAREHOLDING

STRUCTUREOFTHECOMPANY

ThetablebelowsetsforththeshareholdingstructureoftheCompany(i)asathedateof

thisanouncement;(i)imediatelyafterthecompletionoftheVendorPlacingbutbefore

thecompletionoftheSubscription,and(i)imediatelyafterthecompletionofthePlacing

andSubscription,asumingthathePlacingSharesarefulyplacedandexceptforthe

SubscriptionSharestobealotedandisued,thereisnochangeinthetotalnumberof

SharesinisueoftheCompanyfromthedateofthisanouncementanduptothedateof

completionofthePlacingandSubscription.

Shareholder

Asathedateof

thisanouncement

Imediatelyafterthe

completionoftheVendor

Placingbutbeforethe

completionoftheSubscription

Imediatelyafterthe

completionofthePlacingand

Subscription

Numberof

Sharesheld

Percentage

(%)

Numberof

Sharesheld

Percentage

(%)

Numberof

Sharesheld

Percentage

(%)

Top-upVendor187,572,00018.57137,572,00013.62187,572,00017.70

Places

—

50,000,0004.9550,000,0004.72

OtherShareholders822,428,00081.43822,428,00081.43822,428,00077.58

Total1,010,000,000100.001,010,000,000100.001,060,000,000100.00

Note:ThepercentagesoftheSharesareroundedtothenearest2decimalplaces.

TheDirectorsconfirmthat,imediatelyafterthecompletionofthePlacingand

Subscription,thepublicfloatoftheCompanywilbenolesthan25%oftheCompany

’

isuedsharecapitalasenlargedbytheSubscription(asumingthathePlacingSharesare

fulyplacedandexceptfortheSubscriptionSharestobealotedandisued,thereisno

changeinthetotalnumberofSharesinisueoftheCompanyfromthedateofthis

anouncementanduptothedateofcompletionofthePlacingandSubscription).

APLICATIONFORLISTING

AnaplicationwilbemadebytheCompanytotheStockExchangeforthelistingof,and

permisiontodealin,theSubscriptionShares.Furtheranouncementwilbemadebythe

CompanyuponcompletionofthePlacingandSubscription.

AsthecompletionofthePlacingandSubscriptionisubjectothefulfilmentofcertain

conditionsprecedentandthePlacingAgentnotexercisingitsterminationright,the

PlacingandSubscriptionmayormaynotproced.Shareholdersandpotentialinvestors

oftheCompanyareadvisedtoexercisecautionwhendealinginthesecuritiesofthe

Company.

–

DEFINITIONS

Inthisanouncement,unlesthecontextotherwiserequires,thefolowingtermshalhave

thefolowingmeanings:

‘

actinginconcert

’

hasthemeaningascribedtoitundertheTakeoversCode

‘

Board

’

theboardofdirectorsoftheCompany

‘

Company

’

SanergyGroupLimited,acompanyincorporatedinthe

CaymanIslandswithlimitedliability,theSharesofwhich

arelistedontheMainBoardoftheStockExchange(Stock

code:02459)

‘

concertparty(ies)

’

hasthemeaningascribedtoitundertheTakeoversCode

‘

conectedperson(s)

’

hasthemeaningascribedtoitundertheListingRules

‘

Director(s)

’

thedirector(s)oftheCompany

‘

GeneralMandate

’

thegeneralmandatetoalotandisuetheSharesofthe

CompanygrantedtotheBoardatheanualgeneralmeting

oftheCompanyheldon16May2024,pursuantowhich

theDirectorsmayalot,isueandealwithupto

202,000,000Shares

‘

Group

’

theCompanyanditsubsidiaries

‘

HongKong

’

theHongKongSpecialAdministrativeRegionofthePRC

‘

HongKongdolars

’

‘

HK$

’

HongKongdolars,thelawfulcurencyofHongKong

‘

IndependentThird

Party(ies)

’

thirdparty(ies)independentofandnotconectedwiththe

Companyanditsconectedpersons

‘

LastTradingDay

’

19September2024,beingthelastradingdayoftheShares

imediatelypriortothenteringintofthePlacingand

SubscriptionAgrement

‘

ListingComite

’

theListingComiteoftheStockExchange

‘

ListingRules

’

theRulesGoverningtheListingofSecuritiesontheStock

Exchangeasamendedfromtimetotime

‘

Place(s)

’

anyprofesional,institutionalorotherinvestorsprocuredby

thePlacingAgentopurchaseanyPlacingSharespursuant

tothePlacingAgent

’

sobligationsunderthePlacingand

SubscriptionAgrement

–

‘

PlacingAgent

’

ChinaSunriseSecurities(International)Limited,alicensed

corporationtocaryoutType1(dealinginsecurities)and

Type4(advisingonsecurities)regulatedactivitiesunderthe

SecuritiesandFutureOrdinance(Chapter571oftheLaws

ofHongKong),theplacingagentforthePlacingand

Subscription

‘

PlacingandSubscription

’

placementofthePlacingSharesbythePlacingAgentor

theirepresentativesandtheSubscriptionundertheterms

andconditionsofthePlacingandSubscriptionAgrement

‘

PlacingandSubscription

Agrement

’

theplacingandsubscriptionagremententeredintobetwen

theCompany,theTop-upVendorandthePlacingAgenton

20September2024inrelationtothePlacingand

Subscription

‘

PlacingCompletionDate

’

adatebefore4October2024orsuchotherdateastheTop-

upVendorandthePlacingAgentshalagreinwriting

‘

PlacingPrice

’

HK$0.325perPlacingShare

‘

PlacingShare(s)

’

amaximumof50,000,000SharesheldbytheTop-up

VendorandtobeplacedbythePlacingAgentpursuanto

thePlacingandSubscriptionAgrement

‘

PRC

’

thePeople

’

sRepublicofChina,whichforthepurposeof

thisanouncement,excludesHongKong,theMacauSpecial

AdministrativeRegionofthePRCandTaiwan

‘

SFC

’

theSecuritiesandFuturesComisionofHongKong

‘

Share(s)

’

theordinaryshare(s)withaparvalueofUS$0.01eachin

theisuedsharecapitaloftheCompany

‘

Shareholder(s)

’

holder(s)ofShares

‘

StockExchange

’

TheStockExchangeofHongKongLimited

‘

Subscription

’

thesubscriptionoftheSubscriptionSharesbytheTop-up

VendorpursuantothePlacingandSubscriptionAgrement

‘

SubscriptionCompletion

Date

’

adatefalingwithin14daysfolowingthedateofthe

PlacingandSubscriptionAgrement(i.e.onorbefore

4October2024)orsuchotherdateastheTop-upVendor

andtheCompanyshalagreinwriting

‘

SubscriptionPrice

’

HK$0.325perShare,whichisequaltothePlacingPrice

–

‘

SubscriptionShare(s)

’

amaximumof50,000,000Sharestobeisuedbythe

CompanyandtobesubscribedbytheTop-upVendor

(equivalentothenumberofthePlacingSharesactualy

placedundertheVendorPlacing)pursuantothePlacing

andSubscriptionAgrement

‘

subsidiary

’

‘

subsidiaries

’

hasthemeaningascribedtoitundertheListingRules

‘

substantialshareholder(s)

’

hasthemeaningascribedtoitundertheListingRules

‘

TakeoversCode

’

TheCodeonTakeoversandMergersandShareBuy-backs

isuedbytheSFCasamendedfromtimetotime

‘

Top-upVendor

’

OtautahiCapitalInc.,acompanyincorporatedintheBritish

VirginIslandswithlimitedliability

‘

US$

’

UnitedStatesdolars,thelawfulcurencyoftheUnited

States

‘

VendorPlacing

’

theplacingofupto50,000,000existingSharesbytheTop-

upVendortothePlacesathePlacingPricetobeprocured

bythePlacingAgentpursuantothePlacingand

SubscriptionAgrement

‘

’

percent.

ByorderoftheBoard

SANERGYGROUPLIMITED

Mr.PeterBrendonWylie

ExecutiveDirectorandChairmanoftheBoard

HongKong,20September2024

Asathedateofthisanouncement,theBoardcomprises(i)Mr.PeterBrendonWylie

(chairmanoftheBoard)andMr.HouHaolongasexecutiveDirectors;(i)Mr.WangPing

andProfesorZhengHongheasnon-executiveDirectors;and(i)Mr.ChengTaiKwan

Suny,Mr.NgaiMingTakMichaelandMs.ChanChoreManGermaineasindependent

non-executiveDirectors.

–

SCHEDULE THRE

COMPLETION MECHANICS

1. Subscriber’s obligations:

1.1 The Subscriber shal:

(a) deliver share certificates in respect of the Placing Shares (to the

extent that the Placing Shares (if any) are not already deposited

and held in CAS), together with an instrument of transfer in

respect of the Placing Shares and such other necesary

documentation to efect the deposit of the Placing Shares into

CAS, to the Placing Agent (or to such setlement agent (the

“Setlement Agent”) as the Placing Agent may direct) on or

before 9:30 a.m. on the date imediately folowing the date of this

Agrement (or such other time and date as may be agred

betwen the Subscriber and the Placing Agent);

(b) complete and sign al necesary forms and documentation to

efect the opening of a nomine acount with the Placing Agent

or the Setlement Agent (as the case may be);

may be, to deposit the Placing Shares into CAS and shal

apoint the Placing Agent or the Setlement Agent, as the case

may be, to act as the Subscriber’s nomine to hold the Placing

Shares pending completion of the Placing;

(d) on or before 9:30 a.m. or such other time may agre on or before

the Placing Completion Date, procure and/or deliver the Placing

Shares together with such further documents and instructions (if

any) as may be reasonably required for completion in acordance

with this Agrement and the General Rules and the Operational

Procedures to the CAS stock acounts of the relevant

Participant(s) of the Placing Agent and so to enable the Placing

Agent to complete the transfer of the Placing Shares;

(e) provide the Placing Agent with writen evidence reasonably

satisfactory to the Placing Agent that the steps described in

paragraphs 1.1(a) to 1.1(d) have ben duly completed.

2. Placing Agent’s obligations:

2.1 Against compliance by the Subscriber with its obligations pursuant to

paragraph 1 above, the Placing Agent (or its nomine or agent) shal

upon and against delivery of the Placing Shares and other documents

pursuant to paragraph 1(d) above on the Placing Completion Date, or

such later date in acordance with the usual market practice as may be

mutualy agred by the Parties, make or procure the making of payments

to the Subscriber in Hong Kong dolars of the agregate Proceds (les

the amounts refered to in Clause 7 of the Agrement), by delivery to the

Subscriber a cashier order isued by a Hong Kong licensed bank to the

Subscriber (or, as agred by the Subscriber and the Placing Agent, by

electronic transfer in imediately available funds to such bank acount

as may be notified by the Subscriber to the Placing Agent two Busines

Days before the Placing Completion Date) for such amount;

2.2 Payment by the Placing Agent to the Subscriber in acordance with

paragraph 2.1 above shal constitute a complete discharge of the Placing

Agent’s payment obligations in respect of the Proceds under this

Agrement;

2.3 Confirmation leters in the form as set out in Schedule Four duly signed

by each of the Places.

SCHEDULE FOUR

FORM OF CONFIRMATION LETER

To: Al Directors

SANERGY GROUP LIMITED

Date:

Dear Sirs,

Re: Placing and subscription agrement dated 20th September 2024 made

betwen SANERGY GROUP LIMITED (the “Company”), OTAUTAHI

CAPITAL INC. (the “Subscriber”) and CHINA SUNRISE SECURITIES

(INTERNATIONAL) LIMITED in relation to the placing and subscription of

shares in the capital of the Company

[We/I] hereby confirm that [we and our ultimate beneficial owner(s)/I]:

(a) [are/am] independent of and not conected with the Subscriber and/or the

Company, its directors, chief executive (as defined under the Rules (the

“Listing Rules”) Governing the Listing of Securities on The Stock Exchange of

Hong Kong Limited) and substantial shareholders (as defined under the Listing

Rules) and/or any subsidiary (as defined under the Listing Rules) of the

Company, or any of their respective asociates (as defined under the Listing

Rules) and we are not directly or indirectly funded or backed by the Company

or any conected person (as defined under the Listing Rules) of the Company;

and

(b) are not a person who is acustomed to take instructions from or acting in

concert (as defined under the Hong Kong Code on Takeovers and Mergers)

with the Subscriber or its concert party(ies), or the Company or a conected

person of the Company in relation to the acquisition, disposal, voting or any

other disposition of securities in the Company.

Yours faithfuly,

Name:

[For and on behalf of [*Name of the Corporate]

1. INTERPRETATION

2. PLACING

3. SUBSCRIPTION

4. WARANTIES AND UNDERTAKINGS

5. INDEMNITY

6. COMPLETION

7. COMISIONS AND EXPENSES

8. TERMINATION

9. MISCELANEOUS

10. NOTICES

11. PUNCTUAL PERFORMANCE

12. GOVERNING LAW

Date:

To: SANERGY GROUP LIMITED

Name: Peter Brendon Wylie

Title: Director

SANERGY GROUP LIMITED

升能集团有限公司

Note:ThepercentagesoftheSharesareroundedtothenearest2decimalplaces.

1. Subscriber’s obligations:

2. Placing Agent’s obligations:

To: Al Directors

Date:

Re: Placing and subscription agrement dated 20th September 2024 made

Name:

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