PROPOSED RIGHTS ISSUE ON THE BASIS OF ONE (1) RIGHTS SHARE FOR EVERY TWO (2) EXISTING SHARES HELD ON THE RECORD DATE ON A NON-UNDERWRITTEN BASIS

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 appears for information purpose only and does not constitute an invitation or offer to acquire purchase or subscribe for any securities of the Company.TK NEW ENERGY Tonking New Energy Group Holdings Limited 同景新能源集团控股有限公司* (incorporated in the Cayman Islands with limited liability) (Stock Code: 8326) PROPOSED RIGHTS ISSUE ON THE BASIS OF ONE (1) RIGHTS SHARE FOR EVERY TWO (2) EXISTING SHARES HELD ON THE RECORD DATE ON A NON-UNDERWRITTEN BASIS Financial Adviser to the Company SBI China Capital Hong Kong Securities Limited Placing Agent to the Rights Issue SBI China Capital Financial Services Limited PROPOSED RIGHTS ISSUE The Company proposes to raise gross proceeds of up to approximately HK$40.9 million by way of the issue of the maximum of 409000000 Rights Shares (assuming no change in the number of Shares in issue on or before the Record Date) at the Subscription Price of HK$0.1 per Rights Share on the basis of one (1) Rights Share for every two (2) existing Shares held on the Record Date. The Rights Issue is only available to the Qualifying Shareholders and will not be extended to the Non-Qualifying Shareholders.The net proceeds from the Rights Issue after deducting the expenses are estimated to be up to approximately HK$39.8 million (assuming no change in the number of Shares in issue on or before the Record Date).* For identification purposes only – 1 –The Company intends to apply the maximum net proceeds from the Rights Issue as to approximately HK$14.0 million for repayment of loans from related parties approximately HK$21.9 million for the EPC business and the photovoltaic mounting and tracking systems materials business operating by Tonking New energy Technology (Jiangshan) Limited and the remaining balance of approximately HK$3.9 million for general working capital of the Group. In the event that there is an under-subscription of the Rights Issue the net proceeds of the Rights Issue will be utilised in proportion to the above uses.To qualify for the Rights Issue a Shareholder must be registered as a member of the Company at the close of business on the Record Date and not be a Non-Qualifying Shareholder. In order to be registered as a member of the Company on the Record Date all transfer documents of the Shares (together with the relevant share certificate(s)) must be lodged for registration with the Registrar Union Registrars Limited at Suites 3301–04 33/F. Two Chinachem Exchange Square 338 King’s Road North Point Hong Kong by no later than 4:00 p.m. on Friday 19 July 2024.Pursuant to the Irrevocable Undertakings as more particularly described in the section headed “Irrevocable Undertakings” in this announcement a minimum of HK$24.99 million in respect of 249995505 Rights Shares in aggregate undertaken by Rise Triumph Limited and Signkey Group Limited will be raised under the Rights Issue.Irrevocable Undertakings As at the date of this announcement (i) Rise Triumph Limited was interested in 492917010 Shares representing approximately 60.26% of the issued Shares; and (ii) Signkey Group Limited was interested in 7074000 Shares representing approximately 0.86% of the issued Shares. Rise Triumph Limited and Signkey Group Limited are parties acting in concert.– 2 –On 2 July 2024 the Company received the Irrevocable Undertakings from Rise Triumph Limited and Signkey Group Limited respectively pursuant to which (i) Rise Triumph Limited has undertaken to the Company that it will subscribe for 246458505 Rights Shares representing its full acceptance of its provisional entitlement under the Rights Issue; and Signkey Group Limited has undertaken to the Company that it will subscribe for 3537000 Rights Shares representing its full acceptance of its provisional entitlement under the Rights Issue; (ii) both Rise Triumph Limited and Signkey Group Limited have undertaken to the Company that they will lodge the duly completed and signed PALs and all relevant documents with the Registrar accompanied by payment in full therefor in accordance with the terms of the Prospectus Documents by the Latest Time for Acceptance; and (iii) Rise Triumph Limited has undertaken to the Company that it will from the date of the Irrevocable Undertakings to the date of completion of the Rights Issue remain the registered and beneficial owners of the 492917010 Shares; and Signkey Group Limited has undertaken to the Company that it will from the date of the Irrevocable Undertakings to the date of completion of the Rights Issue remain the registered and beneficial owners of the 7074000 Shares representing their respective shareholding in the Company as at the date of this announcement and both will not sell transfer charge or create any encumbrance or grant any option over or otherwise dispose of nor enter into any agreement for the sale transfer charge or creation of an encumbrance or grant of any option over or otherwise dispose of any of such Shares or any interest in them save with the prior written consent of the Company.THE COMPENSATORY ARRANGEMENTS AND THE PLACING AGREEMENT The Company will make arrangements to dispose of the Unsubscribed Rights Shares comprising the Rights Shares that are not subscribed by the Qualifying Shareholders and the NQS Rights Shares that are not successfully sold by the Company as described in the paragraph headed “Arrangements for the NQS Rights Shares” in this announcement by offering the Unsubscribed Rights Shares to the Placees for the benefit of the relevant No Action Shareholders and Non-Qualifying Shareholders. After the trading hours of the Stock Exchange on 2 July 2024 the Company and the Placing Agent entered into the Placing Agreement pursuant to which the Placing Agent has agreed to procure Placee(s) to subscribe for the Unsubscribed Rights Shares. The placing price of the Unsubscribed Rights Shares shall be not less than the Subscription Price. The final price will be determined based on the demand for the Unsubscribed Rights Shares and market conditions at the time of placement.GEM LISTING RULES IMPLICATIONS As the Rights Issue will not increase either the total number of issued Shares or the market capitalisation of the Company by more than 50% and the Rights Issue is not underwritten by a Director chief executive or substantial shareholder of the Company (or any of their respective close associates) the Rights Issue is not subject to the approval of the Shareholders in general meeting pursuant to Rule 10.29 of the GEM Listing Rules.– 3 –The Company has not conducted any rights issue open offer or specific mandate placing within the 12-month period immediately preceding the date of this announcement or prior to such 12-month period where dealing in respect of the Shares issued pursuant thereto commenced within such 12-month period nor has it issued any bonus securities warrants or other convertible securities within such 12-month period. The Rights Issue does not result in a theoretical dilution effect of 25% or more on its own.CLOSURE OF REGISTER OF MEMBERS OF THE COMPANY The register of members of the Company will be closed from Monday 22 July 2024 to Friday 26 July 2024 (both days inclusive) for determining the entitlements to the Rights Issue during which period no transfer of Shares will be registered.GENERAL The Prospectus Documents containing information on the Rights Issue are expected to be despatched to the Qualifying Shareholders on or around Monday 29 July 2024.The Company will not extend the Rights Issue to the Non-Qualifying Shareholders.The Company will to the extent permitted under the relevant laws and regulations and reasonably practicable send the Prospectus to the Non-Qualifying Shareholders for information purposes only but will not send any PAL to them.WARNING OF THE RISKS OF DEALING IN THE SHARES AND THE NIL-PAID RIGHTS SHARES Shareholders and potential investors of the Company should note that the Rights Issue is conditional upon among others the GEM Listing Committee having granted or agreed to grant (subject to allotment) and not having withdrawn or revoked the listing of and permission to deal in the Rights Shares in nil-paid and fully-paid forms. Accordingly the Rights Issue may or may not proceed.The Rights Issue will proceed on a non-underwritten basis irrespective of the level of acceptances of the provisionally allotted Rights Shares. Any Unsubscribed Rights Shares remains not placed after the completion of the Placing under the Compensatory Arrangements will not be issued by the Company and the size of the Rights Issue will be reduced accordingly.Any Shareholder or other person contemplating transferring selling or purchasing the Shares and/or Rights Shares in their nil-paid form is advised to exercise caution when dealing in the Shares and/or the nil-paid Rights Shares. Any Shareholder or other person dealing in the Shares and/or the nil-paid Rights Shares up to the date on which all the conditions to which the Rights Issue is subject are fulfilled or waived (as applicable) will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed.– 4 –Shareholders and potential investors of the Company are advised to exercise caution when dealing in the existing Shares and/or the nil-paid Rights Shares. Any party (including Shareholders and potential investors of the Company) who is in any doubt about his/her/its position or any action to be taken is recommended to consult his/her/ its own professional adviser(s).PROPOSED RIGHTS ISSUE The Company proposes to raise gross proceeds of up to approximately HK$40.9 million by way of the issue of the maximum of 409000000 Rights Shares (assuming no change in the number of Shares in issue on or before the Record Date) at the Subscription Price of HK$0.1 per Rights Share on the basis of one (1) Rights Share for every two (2) existing Shares held on the Record Date. The Rights Issue is only available to the Qualifying Shareholders and will not be extended to the Non-Qualifying Shareholders. The net proceeds from the Rights Issue after deducting the expenses are estimated to be up to approximately HK$39.8 million (assuming no change in the number of Shares in issue on or before the Record Date).Further details of the Rights Issue are set out below: Issue Statistics Basis of the Rights Issue: One (1) Rights Share for every two (2) existing Shares held by the Qualifying Shareholders on the Record Date Subscription Price: HK$0.1 per Rights Share Number of Shares in issue 818000000 Shares as at the date of this announcement: Number of Rights Shares Up to 409000000 Rights Shares (assuming no change in the to be issued pursuant number of Shares in issue on or before the Record Date) to the Rights Issue: Aggregate nominal value Up to HK$4090000 (assuming no change in the number of of the Rights Shares: Shares in issue on or before the Record Date) Total number of Shares Up to 1227000000 Shares (assuming no change in the number in issue upon completion of Shares in issue on or before the Record Date and that no new of the Rights Issue: Shares (other than the Rights Shares) will be allotted and issued on or before completion of the Rights Issue) Gross proceeds from the Up to approximately HK$40.9 million before deduction of the Rights Issue: costs and expenses which the Company will incur in the Rights Issue – 5 –As at the date of this announcement the Company has no outstanding derivatives options warrants conversion rights or other similar rights which are convertible or exchangeable into or confer any right to subscribe for Shares. The Company has no intention to issue or grant any Shares convertible securities warrants and/or options on or before the Record Date.Assuming no change in the number of Shares in issue on or before the Record Date and that no new Shares (other than the Rights Shares) will be allotted and issued on or before completion of the Rights Issue the maximum of 409000000 Rights Shares proposed to be issued and allotted pursuant to the Rights Issue represent approximately 33.3% of the issued share capital of the Company as enlarged by the allotment and issue of the Rights Shares.Irrevocable Undertakings As at the date of this announcement (i) Rise Triumph Limited was interested in 492917010 Shares representing approximately 60.26% of the issued Shares; and (ii) Signkey Group Limited was interested in 7074000 Shares representing approximately 0.86% of the issued Shares. Rise Triumph Limited and Signkey Group Limited are parties acting in concert.On 2 July 2024 the Company received the Irrevocable Undertakings from Rise Triumph Limited and Signkey Group Limited respectively pursuant to which (i) Rise Triumph Limited has undertaken to the Company that it will subscribe for 246458505 Rights Shares representing its full acceptance of its provisional entitlement under the Rights Issue; and Signkey Group Limited has undertaken to the Company that it will subscribe for 3537000 Rights Shares representing its full acceptance of its provisional entitlement under the Rights Issue; (ii) both Rise Triumph Limited and Signkey Group Limited have undertaken to the Company that they will lodge the duly completed and signed PALs and all relevant documents with the Registrar accompanied by payment in full therefor in accordance with the terms of the Prospectus Documents by the Latest Time for Acceptance; and (iii) Rise Triumph Limited has undertaken to the Company that it will from the date of the Irrevocable Undertakings to the date of completion of the Rights Issue remain the registered and beneficial owners of the 492917010 Shares; and Signkey Group Limited has undertaken to the Company that it will from the date of the Irrevocable Undertakings to the date of completion of the Rights Issue remain the registered and beneficial owners of the 7074000 Shares representing their respective shareholding in the Company as at the date of this announcement and both will not sell transfer charge or create any encumbrance or grant any option over or otherwise dispose of nor enter into any agreement for the sale transfer charge or creation of an encumbrance or grant of any option over or otherwise dispose of any of such Shares or any interest in them save with the prior written consent of the Company.Save for the Irrevocable Undertakings the Company has not received any information or irrevocable undertaking from any other Shareholder of his/her/its intention in relation to the nil-paid Rights or Rights Shares to be provisionally allotted to him/her/it under the Rights Issue as at the date of this announcement.– 6 –Non-underwritten basis The Rights Issue will proceed on a non-underwritten basis irrespective of the level of acceptance of the provisionally allotted Rights Shares. Pursuant to the commitment of each of Rise Triumph Limited and Signkey Group Limited under the Irrevocable Undertakings as well as the satisfaction of the conditions a minimum of HK$24.99 million in respect of 249995505 Rights Shares in aggregate undertaken by Rise Triumph Limited and Signkey Group Limited will be raised under the Rights Issue. The Cayman Islands legal advisers of the Company have confirmed that pursuant to the Company’s constitutional documents and the Cayman law there are no requirements for minimum levels of subscription in respect of the Rights Issue. Subject to fulfillment of the conditions precedent of the Rights Issue the Rights Issue shall proceed regardless of the ultimate subscription level.In the event that the Rights Issue is undersubscribed any Rights Shares not taken up by the Qualifying Shareholders under the PAL(s) or transferees of nil-paid Rights Shares together with the NQS Unsold Rights Shares will be placed to the Placees under the Compensatory Arrangements. Any Unsubscribed Rights Shares remains not placed after completion of the Placing under the Compensatory Arrangements will not be issued by the Company and the size of the Rights Issue will be reduced accordingly.As the Rights Issue will proceed on a non-underwritten basis any Shareholder who applies to take up all or part of his/her/its entitlement under the PAL(s) may unwittingly incur an obligation to make a general offer for the Shares under the Takeovers Code or may result in the non-compliance by the Company of the Public Float Requirement. Accordingly the Rights Issue will be made on terms that the Company will provide for the Shareholders to apply on the basis that if the Rights Shares are not fully taken-up the application of any Shareholder (except for HKSCC Nominees Limited) for his/her/its assured entitlement under the Rights Issue will be scaled down to a level which (i) does not trigger an obligation on the part of the relevant Shareholder to make a general offer under the Takeovers Code in accordance with the note to Rule 10.26(2) of the GEM Listing Rules; and/or (ii) does not result in the non- compliance of the Public Float Requirement on the part of the Company.Qualifying Shareholders and Non-Qualifying Shareholders The Rights Issue is only available to the Qualifying Shareholders. The Company will send the Prospectus Documents to the Qualifying Shareholders. The Company will not extend the Rights Issue to the Non-Qualifying Shareholders. The Company will to the extent permitted under the relevant laws and regulations and reasonably practicable send the Prospectus to the Non-Qualifying Shareholders for information purposes only but will not send any PAL to them.– 7 –To qualify for the Rights Issue a Shareholder must be registered as a member of the Company at the close of business on the Record Date and not be a Non-Qualifying Shareholder.Shareholders having an address in Hong Kong as shown on the register of members of the Company at the close of business on the Record Date will qualify for the Rights Issue.Shareholders having an address outside Hong Kong as shown on the register of members of the Company at the close of business on the Record Date will not qualify for the Rights Issue if the Board after making relevant enquiries considers that the exclusion of such Overseas Shareholders from the Rights Issue would be necessary or expedient on account either of legal restrictions under the laws of the relevant place or any requirements of the relevant regulatory body or stock exchange in that place.Shareholders with their Shares held by nominee(s) (or held in CCASS) should note that the Board will consider the said nominee (including HKSCC Nominees Limited) as a single Shareholder according to the register of members of the Company and are advised to consider whether they would like to arrange for the registration of the relevant Shares in their own names prior to the Record Date.In order to be registered as a member of the Company by the Record Date all transfer documents of the Shares (with the relevant share certificates) must be lodged for registration with the Registrar Union Registrars Limited at Suites 3301–04 33/F. Two Chinachem Exchange Square 338 King’s Road North Point Hong Kong by no later than 4:00 p.m.on Friday 19 July 2024. The last day for dealing in the Shares on a cum-rights basis is Wednesday 17 July 2024.Application for all or any part of a Qualifying Shareholder’s provisional allotment should be made by completing the PAL and lodging the same with a cheque or banker’s cashier order for the Rights Shares being applied for with the Registrar Union Registrars Limited at Suites 3301–04 33/F. Two Chinachem Exchange Square 338 King’s Road North Point Hong Kong on or before the Latest Time for Acceptance.Qualifying Shareholders who take up their pro rata entitlement in full will not suffer any dilution to their interests in the Company (except in relation to any dilution resulting from the taking up by third parties of any Rights Shares arising from the aggregation of fractional entitlements). If a Qualifying Shareholder does not take up any of his/her/its entitlement in full under the Rights Issue his/her/its proportionate shareholding in the Company will be diluted.Rights of the Overseas Shareholders (if any) If at the close of business on the Record Date a Shareholder’s address on the Company’s register of members is in a place outside Hong Kong such Shareholder may not be eligible to take part in the Rights Issue. The Prospectus Documents to be despatched in connection with the Rights Issue will not be registered or filed under the applicable securities legislation of any jurisdiction other than Hong Kong.– 8 –The Board will make enquiries to be based on the legal opinions provided by the legal advisers of the Company if the Board considers necessary as to whether the issue of the Rights Shares to any Overseas Shareholders may contravene the applicable securities legislation of the relevant place or the requirements of any relevant regulatory body or stock exchange pursuant to Rule 17.41(1) of the GEM Listing Rules. If after making such enquiries the Board is of the opinion that it would be necessary or expedient on account either of the legal restrictions under the laws of the relevant place or any requirements of the relevant regulatory body or stock exchange in that place not to offer the Rights Shares to the relevant Overseas Shareholders no provisional allotment of nil-paid Rights Shares or allotment of fully-paid Rights Shares will be made to such Overseas Shareholders. In such circumstances such Overseas Shareholders will become Non-Qualifying Shareholders and the Rights Issue will not be extended to them. The Company will to the extent permitted under the relevant laws and regulations and reasonably practicable send the Prospectus to the Non-Qualifying Shareholders for information purposes only but will not send any PAL to them.Arrangements for the NQS Rights Shares Arrangements will be made for the Rights Shares which would otherwise have been provisionally allotted to the Non-Qualifying Shareholders to be sold in the market in their nil- paid form as soon as practicable after dealings in the nil-paid Rights Shares commence and before the last day for dealing in the nil-paid Rights Shares if a premium (net of expenses) can be obtained. Any net proceeds of sale thereof after deduction of expenses will be paid in Hong Kong dollars to the Non-Qualifying Shareholders pro rata to their respective entitlements as at the close of business on the Record Date provided that if any of such persons would be entitled to a sum not exceeding HK$100 such sum will be retained by the Company for its own benefit. Any such unsold nil-paid Rights Shares to which such Non- Qualifying Shareholders would otherwise have been entitled will be offered for subscription by the Placing Agent to the Placees under the Placing.Overseas Shareholders should note that they may or may not be entitled to the Rights Issue subject to the results of enquiries made by the Board pursuant to Rule 17.41(1) of the GEM Listing Rules. Accordingly the Overseas Shareholders should exercise caution when dealing in the Shares.Closure of register of members of the Company The register of members of the Company will be closed from Monday 22 July 2024 to Friday 26 July 2024 (both days inclusive) for determining the entitlements to the Rights Issue during which period no transfer of Shares will be registered.– 9 –Basis of provisional allotments The basis of the provisional allotment shall be one (1) Rights Share for every two (2) existing Shares in issue and held by the Qualifying Shareholders as at the close of business on the Record Date at the Subscription Price payable in full on acceptance and otherwise on the terms and subject to the conditions set out in the Prospectus Documents.Subscription Price The Subscription Price is HK$0.1 per Rights Share payable in full by a Qualifying Shareholder upon acceptance of the relevant provisional allotment of the Rights Shares and where applicable when a transferee of nil-paid Rights Shares applies for the Rights Shares.The Subscription Price represents: (i) a discount of approximately 41.18% to the closing price of HK$0.17 per Share as quoted on the Stock Exchange on the Last Trading Day; (ii) a discount of approximately 41.18% to the average closing price of approximately HK$0.17 per Share for the last five trading days as quoted on the Stock Exchange up to and including the Last Trading Day; (iii) a discount of approximately 41.18% to the average closing price of approximately HK$0.17per Share for the last ten trading days as quoted on the Stock Exchange up to and including the Last Trading Day; (iv) a discount of approximately 33.3% to the theoretical ex-rights price of approximately HK$0.15 per Share based on the closing price of HK$0.17 per Share as quoted on the Stock Exchange on the Last Trading Day; (v) a discount of approximately 69.70% to the latest published consolidated net asset value per Share as at 31 March 2024 of approximately HK$0.33 (as shown in the final results announcement of the Company for the year ended 31 March 2024 published on 28 June 2024); and (vi) a theoretical dilution effect (as defined under Rule 10.44A of the GEM Listing Rules) of approximately 11.76% represented by the theoretical diluted price of approximately HK$0.15 per Share to the benchmarked price (as defined under Rule 10.44A of the GEM Listing Rules taking into account the closing price on the Last Trading Day of HK$0.17 per Share and the average of the closing prices of the Shares as quoted on the Stock Exchange for the five previous consecutive trading days prior to the date of this announcement of approximately HK$0.17 per Share) of approximately HK$0.17 per Share.– 10 –The net price per Rights Share (i.e. Subscription Price less costs and expenses incurred in the Rights Issue) upon full acceptance of the provisional allotment of the Rights Shares will be approximately HK$0.097 (assuming no change in the number of Shares in issue on or before the Record Date). Assuming full acceptance of the Rights Shares by the Qualifying Shareholders the aggregate nominal value of the Rights Shares of HK$0.01 each will be HK$4090000 (assuming no change in the number of Shares in issue on or before the Record Date).The Subscription Price was determined by the Company with reference to among others (i) the recent closing prices of the Shares; (ii) prevailing market conditions and financial position of the Group; (iii) the amount of funds the Company intends to raise under the Rights Issue;and (iv) the reasons as discussed in the section headed “REASONS FOR AND BENEFITS OFTHE RIGHTS ISSUE AND USE OF PROCEEDS” below in this announcement.Status of Rights Shares The Rights Shares (when allotted issued and fully-paid) will rank pari passu in all respects with the Shares then in issue. Holders of fully-paid Rights Shares will be entitled to receive all future dividends and distributions which may be declared made or paid the record dates of which are on or after the date of allotment and issue of the fully-paid Rights Shares.Conditions of the Rights Issue The completion of the Rights Issue is conditional upon: (i) the GEM Listing Committee of the Stock Exchange having granted or agreed to grant (subject to allotment) and not having withdrawn or revoked listing of and permission to deal in the Rights Shares (in their nil-paid and fully-paid forms) by no later than the first day of their dealings; (ii) the delivery to the Stock Exchange for authorisation and the registration with the Registrar of Companies in Hong Kong respectively one copy of each of the Prospectus Documents duly signed by two Directors (or by their agents duly authorised in writing) as having been approved by resolution of the Directors (and all other documents required to be attached thereto) and otherwise in compliance with the GEM Listing Rules and the Companies (WUMP) Ordinance not later than the Posting Date; (iii) the posting of the Prospectus Documents to the Qualifying Shareholders and the posting of the Prospectus to the Non-Qualifying Shareholders if any for information purpose only on or before the Posting Date; (iv) each condition to enable the Rights Shares in their nil-paid or fully-paid forms to be admitted as eligible securities for deposit clearance and settlement in CCASS having been satisfied on or before the Business Day prior to the commencement of trading of the Rights Shares (in their nil-paid and fully-paid forms respectively) and no notification having been received by the Company from HKSCC by such time that such admission or facility for holding and settlement has been or is to be refused; and – 11 –(v) the Placing Agreement not being terminated pursuant to the terms thereof and remains in full force and effect before completion of the Placing.All the conditions precedent above cannot be waived. If the conditions precedent set out in the above paragraphs are not satisfied at or prior to the respective time stipulated therein the Rights Issue will not proceed.Stamp duty and other applicable fees and charges Dealings in the Rights Shares (in both nil-paid and fully-paid forms) will be subject to payment of stamp duty Stock Exchange trading fee SFC transaction levy AFRC transaction levy and any other applicable fees and charges in Hong Kong.Share certificates and refund cheques for the Rights Issue Subject to the fulfilment of the conditions of the Rights Issue as set out in the section headed “Conditions of the Rights Issue” in this announcement share certificates for all fully-paid Rights Shares are expected to be posted on or about Friday 30 August 2024 by ordinary post to the allottees at their own risk to their registered addresses. If the Rights Issue does not become unconditional refund cheques will be posted on or before Friday 30 August 2024 by ordinary post to the respective Shareholders at their own risk to their registered addresses.Odd lot arrangements In order to facilitate the trading of odd lots (if any) of the Shares the Company will appoint SBI China Capital Financial Services Limited to stand in the market to match the purchase and sale of odd lots of the Shares at the relevant market price on a best effort basis. Shareholders should note that matching of the sale and purchase of odd lots of the Shares is not guaranteed.Any Shareholder who is in any doubt about the odd lot arrangement is recommended to consult his/her/its own professional advisers. Further details in respect of the odd lots trading arrangement will be set out in the Prospectus.Fractions of Rights Shares The Company will not provisionally allot fractions of Rights Shares in nil-paid form to the Qualifying Shareholders. All fractions of Rights Shares will be aggregated (and rounded down to the nearest whole number of a Share) and all nil-paid Rights Shares arising from such aggregation will be sold in the market for the benefit of the Company if a premium (net of expenses) can be obtained.– 12 –Taxation Shareholders are advised to consult their professional advisers if they are in doubt as to the taxation implications of the receipt purchase holding exercising disposing of or dealing in the nil-paid Rights Shares or the fully-paid Rights Shares and regarding Overseas Shareholders their receipt of the net proceeds if any from sales of the nil-paid Rights Shares on their behalf.Application for listing of the Rights Shares The Company will apply to the GEM Listing Committee for the listing of and permission to deal in the Rights Shares in both their nil-paid and fully-paid forms. Dealing in the Rights Shares in both their nil-paid and fully-paid forms will be in the board lots of 25000 Rights Shares. No part of the securities of the Company in issue or for which listing or permission to deal is being or is proposed to be sought is listed or dealt in on any stock exchange other than the Stock Exchange.Subject to the granting of the listing of and permission to deal in the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC the Rights Shares in both their nil-paid and fully- paid forms will be accepted as eligible securities by HKSCC for deposit clearance and settlement in CCASS with effect from the respective commencement dates of dealings in the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange or such other dates as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. Shareholders should seek advice from their stockbroker or other professional adviser for details of those settlement arrangements and how such arrangements will affect their rights and interests.Procedures in respect of the Unsubscribed Rights Shares and the Compensatory Arrangements Pursuant to Rule 10.31(1)(b) of the GEM Listing Rules the Company will make arrangements to dispose of the Unsubscribed Rights Shares by offering the Unsubscribed Rights Shares to the Placees for the benefit of the relevant No Action Shareholders and Non-Qualifying Shareholders. As the Compensatory Arrangements are in place there will be no excess application arrangements in relation to the Rights Issue.– 13 –The Company appointed the Placing Agent to place the Unsubscribed Rights Shares after the Latest Time for Acceptance to the Placees and any premium over the aggregate amount of (i) the Subscription Price for those Rights Shares; and (ii) the commission and expenses of the Placing Agent (including any other related costs and expenses) that is realised from the Placing (the “Net Gain”) will be paid to the relevant No Action Shareholders and Non- Qualifying Shareholders in the manner set out below. The Placing Agent will procure by not later than 4:00 p.m. on Thursday22 August 2024 acquirers for all (or as many as possible) of those Unsubscribed Rights Shares at a price not less than the Subscription Price.Net Gain (if any but rounded down to the nearest cent) will be paid on a pro-rata basis to the relevant No Action Shareholders and Non-Qualifying Shareholders as set out below: (i) for No Action Shareholders the relevant Qualifying Shareholders (or such persons who hold any nil-paid rights at the time such nil-paid rights are lapsed) whose nil-paid rights are not validly applied for in full by reference to the extent that Shares in his/her/its nil-paid rights are not validly applied for and where the nil-paid rights are at the time they lapse represented by a PAL to the person whose name and address appeared on the PAL and where the nil-paid rights are at the time they lapse registered in the name of HKSCC Nominees Limited to the beneficial holders (via their respective CCASS participants) as the holder of those nil-paid rights in CCASS; and (ii) for Non-Qualifying Shareholders the relevant Non-Qualifying Shareholders whose name and address appeared on the register of members of the Company on the Record Date with reference to their shareholdings in the Company on the Record Date.It is proposed that if the Net Gain to any of the No Action Shareholder(s) and Non-Qualifying Shareholder(s) mentioned above (i) is more than HK$100 the entire amount will be paid to them; or (ii) is HK$100 or less such amount will be retained by the Company for its own benefit.THE PLACING AGREEMENT On 2 July 2024 (after trading hours) the Company and the Placing Agent entered into the Placing Agreement pursuant to which the Placing Agent has agreed to procure Placee(s) to subscribe for the Unsubscribed Rights Shares. Further details of the Placing Agreement are set out below: Date: 2 July 2024 (after trading hours) Placing agent: SBI China Capital Financial Services Limited was appointed as the placing agent to place or procure the placing of up to 159004495 Unsubscribed Rights Shares (assuming no Shares are issued or bought back by the Company on or after the date of the Placing Agreement and on or before the Record Date) to the Placee(s).– 14 –The Placing Agent and its ultimate beneficial owners are Independent Third Part ies . The Placing Agent has also undertaken that before it engages sub-placing agent(s) to place the Unsubscribed Rights Shares it will confirm with the Company and such sub-placing agent(s) that these sub-placing agent(s) and their ultimate beneficial owners are Independent Third Parties.Placing commission: The commission payable to the Placing Agent shal l be HK$100000 or 1% of the actual gross proceeds from the subscription of the Unsubscribed Rights Shares actually procured by the Placing Agent (whichever is higher). The Company shall be responsible for all costs and expenses reasonably incurred in connection with or arising out of the Placing.Placing price of the The placing price of the Unsubscribed Rights Shares shall be Unsubscribed Rights not less than the Subscription Price.Shares: The final price will be determined based on the demand for the Unsubscribed Rights Shares and market conditions at the time of placement.Placees: The Placing Agent undertakes to use its best endeavour to procure that (i) the Unsubscribed Rights Shares shall only be placed to professional persons institutional corporate or individual investor(s) who and whose respective ultimate beneficial owner(s) shall be Independent Third Parties and are not acting in concert with any of the connected persons of the Company and their respective associates; (ii) the Placing will not have any implications under the Takeovers Code and no Shareholder will be under any obligation to make a general offer under the Takeovers Code as a result of the Placing; and (iii) the Company will continue to comply with the Public Float Requirement upon completion of the Placing and the Rights Issue.Ranking of Unsubscribed The Unsubscribed Rights Shares (when placed allotted issued Rights Shares: and fully paid) shall rank pari passu in all respects among themselves and with the Shares then in issue.– 15 –Placing conditions: The Placing is subject to and conditional upon (i) the Rights Issue having become unconditional; (ii) the listing of and permission to deal in the Rights Shares granted by the GEM Listing Committee of the Stock Exchange not having been withdrawn or revoked; (iii) the representations and warranties of the Company in the Placing Agreement remaining true and accurate in all material respects and none of the undertakings of the Company in the Placing Agreement having been breached in any material respect; (iv) all necessary consents and approvals to be obtained on the part of each of the Placing Agent and the Company in respect of the Placing Agreement and the transactions contemplated thereunder having been obtained; and (v) the Placing Agreement not having been terminated in accordance with the terms thereof.Placing end date: 4:00 p.m. on Thursday 22 August 2024 or such other date as the Company and the Placing Agent may agree.Termination: The Placing Agent may terminate the Placing Agreement without any liability to the Company save for antecedent breach under the Placing Agreement prior to such termination by notice in writing given to the Company at any time prior to Latest Time for Termination upon the occurrence of the following events which in the reasonable opinion of the Placing Agent has or may have an adverse effect on the business or financial conditions or prospects of the Company or the Group taken as a whole or the success of the Placing or the full placement of all of the Unsubscribed Shares or has or may otherwise make it inappropriate inadvisable or inexpedient to proceed with the Placing on the terms and in the manner contemplated in the Placing Agreement if there develops occurs or comes into force: (a) the Company fails to comply with its obligations under the Placing Agreement; or (b) any breach of any of the representations and warranties set out in the Placing Agreement comes to the knowledge of the Placing Agent or any event occurs or any matter arises on or after the date of the Placing Agreement and prior to the completion date of the Placing which if had occurred or arisen before the date of the Placing Agreement would have rendered any of such representations and warranties untrue or incorrect in any material respect or there has been a material breach by the Company of any other provision of the Placing Agreement; or – 16 –(c) the introduction of any new law or regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may in the reasonable opinion of the Placing Agent materially and adversely affect the business or the financial or trading position or prospects of the Company as a whole or is materially adverse in the context of the Placing; or (d) the occurrence of any local national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before and/or after the date hereof) of a political military financial economic or other nature (whether or not ejusdem generis with any of the foregoing) or in the nature of any local national or international outbreak or escalation of hostilities or armed conflict or affecting local securities markets which may in the reasonable opinion of the Placing Agent materially and adversely affect the business or the financial or trading position or prospects of the Company as a whole or materially and adversely prejudice the success of the Placing or otherwise makes it inexpedient or inadvisable to proceed with the Placing; or (e) any adverse change in market conditions (including without limitation any change in fiscal or monetary policy or foreign exchange or currency markets suspension or material restriction or trading in securities) occurs which in the reasonable opinion of the Placing Agent is likely to materially or adversely affect the success of the Placing or otherwise makes it inexpedient or inadvisable to proceed with the Placing; or (f) there is any change in the circumstances of the Company which in the reasonable opinion of the Placing Agent will adversely affect the prospects of the Company including without limiting the generality of the foregoing the presentation of a petition or the passing of a resolution for the liquidation or winding up or the destruction of any material asset of the Company; or (g) any event of force majeure including without limiting the generality thereof any act of God war riot public disorder c ivi l commotion f i re f lood explosion epidemic terrorism strike or lock-out; or – 17 –(h) any other material adverse change in relation to the business or the financial or trading position or prospects of the Company as a whole whether or not ejusdem generis with any of the foregoing; or (i) any matter which had it arisen or been discovered immediately before the date of the Prospectus Documents and no t hav ing been d i sc losed in the Prospec tus Documents would have constituted in the reasonable opinion of the Placing Agent a material omission in the context of the Rights Issue; or (j) any suspension in the trading of securities generally or the Company’s securities on the Stock Exchange for a period of more than ten consecutive Business Days excluding any suspension in connection with the clearance of this announcement or the Prospectus Documents or other announcements in connection with the Rights Issue.Further if all the Rights Shares have been taken up by the Qualifying Shareholders and/or the holders of the nil- paid rights on or before the Latest Time for Acceptance this Agreement shall terminate and be of no further effect and neither Party shall be under any liability to the other Party in respect of the Placing Agreement save for any antecedent breach under the Placing Agreement prior to such termination.The terms of the Placing Agreement (including the placing commission) were determined after arm’s length negotiation between the Placing Agent and the Company with reference to the size of the Rights Issue. The Directors consider that the terms of the Placing Agreement including the placing commission are on normal commercial terms fair and reasonable and in the interests of the Company and the Shareholders as a whole. None of the Directors has a material interest in the transactions contemplated under the Placing Agreement.Given that the Compensatory Arrangements would provide a compensatory mechanism for the relevant No Action Shareholders and Non-Qualifying Shareholders the Directors consider that the Compensatory Arrangements are in the interest of the minority Shareholders.– 18 –EXPECTED TIMETABLE OF THE RIGHTS ISSUE Set out below is the expected timetable for the Rights Issue which is indicative only and has been prepared on the assumption that all the conditions of the Rights Issue will be fulfilled or otherwise waived: Event Date Last day of dealings in the Shares on a cum-rights basis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday 17 July 2024 Commencement of dealings in the Shares on an ex-rights basis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday 18 July 2024 Latest time for lodging transfer documents of the Shares in order to be qualified for the Rights Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday 19 July 2024 Closure of the register of members of the Company for determining entitlements under the Rights Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday 22 July 2024 to Friday 26 July 2024 (both dates inclusive) Record Date for determining entitlements under the Rights Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Friday 26 July 2024 Re-opening of the register of members of the Company . . . . . . . . . . . . Monday 29 July 2024 Despatch of the Prospectus Documents (in the case of the Non-Qualifying Shareholders the Prospectus only) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday 29 July 2024 First day of dealings in nil-paid Rights Shares . . . . . . . . . . . . . . . . . Wednesday 31 July 2024 Latest time for splitting of the PAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday 2 August 2024 Last day of dealings in nil-paid Rights Shares . . . . . . . . . . . . . . . . Wednesday 7 August 2024 Latest time for lodging transfer documents of nil-paid Right Shares in order to qualify for the Compensatory Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday 12 August 2024 – 19 –Latest time for payment for and acceptance of Rights Shares . . . . . . . . . . . . . . . . 4:00 p.m. on Monday 12 August 2024 Announcement of the number of the Unsubscribed Rights Shares subject to the Compensatory Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday 19 August 2024 Commencement of the placing of the Unsubscribed Rights Shares by the Placing Agent . . . . . . . . . . . . . Tuesday 20 August 2024 Latest time for the placing of the Unsubscribed Rights Shares by the Placing Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Thursday 22 August 2024 Latest time for terminating the Placing Agreement . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday 23 August 2024 Announcement of results of the Rights Issue (including results of the placing of the Unsubscribed Rights Shares) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday 29 August 2024 Despatch of Share certificates for fully-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday 30 August 2024 Despatch of refund cheques if any if the Rights Issue is terminated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday 30 August 2024 Commencement of dealings in fully-paid Rights Shares . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday 2 September 2024 Designated broker starts to stand in the market to provide matching services for odd lots of Shares . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday 2 September 2024 Payment of Net Gain to relevant No Action Shareholders and Non-Qualifying Shareholders and net proceeds from the sale of nil-paid Rights Shares to the relevant Non-Qualifying Shareholders (if any) . . . . . . . . . . . . . . . . . . . . . Tuesday 3 September 2024 The last day for the designated broker to provide matching services for odd lots of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday 23 September 2024 – 20 –All times and dates in this announcement refer to Hong Kong local times and dates. The dates or deadlines specified in this announcement for events in the timetable for (or otherwise in relation to) the Rights Issue are indicative only and may be extended or varied by the Company. The Company will make an announcement to notify the Shareholders and the Stock Exchange in the event of any changes to the expected timetable as and when appropriate.EFFECT OF BAD WEATHER ON THE LATEST TIME FOR ACCEPTANCE OF AND PAYMENT FOR THE RIGHTS SHARES The Latest Time for Acceptance will not take place at the time indicated above if there is a tropical cyclone warning signal number 8 or above a “black” rainstorm warning or “extremeconditions” caused by a super typhoon: (i) in force in Hong Kong at any local time before 12:00 noon and no longer in force after 12:00 noon on the date of the Latest Time for Acceptance. Instead the Latest Time for Acceptance will be extended to 5:00 p.m. on the same Business Day; or (ii) in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the date of the Latest Time for Acceptance. Instead the Latest Time for Acceptance will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m.If the Latest Time for Acceptance does not take place on or before 4:00 p.m. on Monday 12 August 2024 the dates mentioned in the section headed “Expected Timetable for theRights Issue” above may be affected. The Company will notify the Shareholders by way of announcement(s) of any change to the expected timetable as soon as practicable.– 21 –EFFECT OF THE RIGHTS ISSUE ON SHAREHOLDINGS IN THE COMPANY Immediately after Immediately after completion of the Rights completion of the Rights Issue assuming none of the Issue assuming none of the Qualifying Shareholders Qualifying Shareholders (other than non-public (other than non-public Shareholders) have taken Immediately after Shareholders) have taken up any entitlements of completion of the Rights up any entitlements of the the Rights Shares and Issue assuming all Rights Shares and all the none of the Unsubscribed Qualifying Shareholders Unsubscribed Right Shares Right Shares are placed have taken up their are placed to the Placees to the Placees under As at the date of this respective entitlements of under the Compensatory the Compensatory announcement the Rights Shares in full Arrangements Arrangements Number of Approximate Number of Approximate Number of Approximate Number of Approximate issued Shares % issued Shares % issued Shares % issued Shares % Rise Triumph Limited (Note 1) 492917010 60.26% 739375515 60.26% 739375515 60.26% 739375515 69.23% Signkey Group Limited (Note 2) 7074000 0.86% 10611000 0.86% 10611000 0.86% 10611000 0.99% Non-public Shareholders 499991010 61.12% 749986515 61.12% 749986515 61.12% 749986515 70.22% Public Shareholders 318008990 38.88% 477013485 38.88% 318008990 25.92% 318008990 29.78% Placees – 0.00% – 0.00% 159004495 12.96% – 0.00% Total 818000000 100.00% 1227000000 100.00% 1227000000 100.00% 1067995505 100% Notes: 1. Rise Triumph Limited a company incorporated in the British Virgin Islands with limited liability is 96% 3% and 1% beneficially owned by Mr. Wu Jian Nong Mr Xu Shui Sheng and Ms. Shen Meng Hong respectively. Rise Triumph Limited is a member of parties acting in concert with Signkey Group Limited. 2. Signkey Group Limited a company incorporated in the British Virgin Islands with limited liability is 85.0% 8.0% 3.0% 3.0% and 1.0% beneficially owned by Mr. Wu Jian Nong Mr. Jiang Jianming Mr. Xu Shui Sheng Mr. Qiao Jianping and Ms. Shen Meng Hong respectively. Signkey Group Limited is a member of parties acting in concert with Rise Triumph Limited.– 22 –INFORMATION ON THE GROUP The Group is principally engaged in the renewable energy business in the PRC including (i) the provision of one-stop value-added solutions (EPC maintenance and support and testing) for photovoltaic power stations; and (ii) sale of patented photovoltaic tracking mounting bracket systems.REASONS FOR AND BENEFITS OF THE RIGHTS ISSUE AND USE OF PROCEEDS Assuming that there is no change in the number of issued Shares on or before the Record Date and all Rights Shares to be issued under the Rights Issue have been taken up in full it is expected that the maximum gross proceeds and net proceeds from the Rights Issue will be approximately HK$40.9 million and HK$39.8 million respectively. The Company intends to use the net proceeds from the Rights Issue in the following manner: (i) as to approximately HK$14.0 million for repayment of loans from related parties.Repayment of which will enable the Group to reduce short-term liabilities and thus improve its financial position; (ii) as to approximately HK$21.9 million for the EPC business and the photovoltaic mounting and tracking systems materials business operating by Tonking New Energy Technology (Jiangshan) Limited an indirect wholly-owned subsidiary of the Company.To cope with the increasing customer orders Tonking New Energy Technology (Jiangshan) Limited requires additional funds to enhance its procurement capabilities while maintaining healthy cashflow; and (iii) the remaining balance of approximately HK$3.9 million for general working capital of the Group.In the event that there is an under-subscription of the Rights Issue the net proceeds of the Rights Issue will be utilised in proportion to the above uses.The Directors considered different types of fund-raising alternatives available to the Group including but not limited to debt financing and other equity fund raising such as placement of shares.Compared with other fund-raising alternatives the Rights Issue will provide each and every Qualifying Shareholders with the opportunity to participate in the future development of the Group without material dilution of their interest in the Company. On the other hand the Rights Issue also allows the Qualifying Shareholders the flexibility to sell off some or all of their rights entitlements in the open market (subject to the market demand) and realise the cash value therefrom. The Rights Issue represents a good opportunity to raise additional funds through the equity market and will enhance the Group’s financial strength without the ongoing burden of interest expenses and also offer all Qualifying Shareholders the opportunity to maintain their pro rata shareholding interests in the Company.– 23 –Based on the above the Board considers that raising capital through the Rights Issue is fair and reasonable and in the interests of the Company and the Shareholders as a whole.FUND RAISING ACTIVITIES BY THE COMPANY DURING THE PAST 12 MONTHS The Company did not raise any funds by issue of equity securities during the 12 months immediately preceding the date of this announcement.GEM LISTING RULES IMPLICATIONS As the Rights Issue will not increase either the total number of issued Shares or the market capitalisation of the Company by more than 50% and the Rights Issue is not underwritten by a Director chief executive or substantial shareholder of the Company (or any of their respective close associates) the Rights Issue is not subject to the approval of the Shareholders in general meeting pursuant to Rule 10.29 of the GEM Listing Rules.The Company has not conducted any rights issue open offer or specific mandate placing within the 12-month period immediately preceding the date of this announcement or prior to such 12-month period where dealing in respect of the Shares issued pursuant thereto commenced within such 12-month period nor has it issued any bonus securities warrants or other convertible securities within such 12-month period. The Rights Issue does not result in a theoretical dilution effect of 25% or more on its own.GENERAL The Prospectus Documents containing information on the Rights Issue are expected to be despatched to the Qualifying Shareholders on or around Monday 29 July 2024. The Company will not extend the Rights Issue to the Non-Qualifying Shareholders. The Company will to the extent permitted under the relevant laws and regulations and reasonably practicable send the Prospectus to the Non-Qualifying Shareholders for information purposes only but will not send any PAL to them.WARNING OF THE RISKS OF DEALING IN THE SHARES AND THE NIL-PAID RIGHTS SHARES Shareholders and potential investors of the Company should note that the Rights Issue is conditional upon among others the GEM Listing Committee having granted or agreed to grant (subject to allotment) and not having withdrawn or revoked the listing of and permission to deal in the Rights Shares in nil-paid and fully-paid forms. Accordingly the Rights Issue may or may not proceed.The Rights Issue will proceed on a non-underwritten basis irrespective of the level of acceptances of the provisionally allotted Rights Shares. Any Unsubscribed Rights Shares remains not placed after completion of the Placing under the Compensatory Arrangements will not be issued by the Company and the size of the Rights Issue will be reduced accordingly.– 24 –Any Shareholder or other person contemplating transferring selling or purchasing the Shares and/or Rights Shares in their nil-paid form is advised to exercise caution when dealing in the Shares and/or the nil-paid Rights Shares. Any Shareholder or other person dealing in the Shares and/or the nil-paid Rights Shares up to the date on which all the conditions to which the Rights Issue is subject are fulfilled or waived (as applicable) will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed.Shareholders and potential investors of the Company are advised to exercise caution when dealing in the existing Shares and/or the nil-paid Rights Shares. Any party (including Shareholders and potential investors of the Company) who is in any doubt about his/her/its position or any action to be taken is recommended to consult his/her/its own professional adviser(s).DEFINITIONS In this announcement unless the context otherwise requires the following expressions shall have the meanings set out below: “acting in concert” has the same meaning ascribed thereto under the Takeovers Code “AFRC” the Accounting and Financial Reporting Council in Hong Kong “associate(s)” has the same meaning ascribed thereto under the GEM Listing Rules “Board” the board of Directors “Business Day(s)” a day on which licensed banks in Hong Kong are generally open for business other than a Saturday or a Sunday or a day on which a black rainstorm warning or tropical cyclone warning signal number 8 or above is issued in Hong Kong at any time between 9:00 a.m. and 12:00 noon and is not cancelled at or before 12:00 noon “CCASS” the Central Clearing and Settlement System established and operated by HKSCC“CCASS Operational the Operational Procedures of HKSCC in relation to CCASSProcedures” containing the practices procedures and administrative requirements relating to operations and functions of CCASS as from time to time– 25 –“Companies (WUMP) Companies (Winding Up and Miscellaneous Provisions)Ordinance” Ordinance (Chapter 32 of the Laws of Hong Kong) as amended supplemented or otherwise modified from time to time “Company” Tonking New Energy Group Holdings Limited a company incorporated in the Cayman Islands with limited liability the issued Shares of which are listed on GEM of the Stock Exchange (stock code: 8326) “Compensatory Arrangements” the arrangement involving the placing of the Unsubscribed Rights Shares if any by the Placing Agent on a best effort basis pursuant to the Placing Agreement in accordance with Rule 10.31(1)(b) of the GEM Listing Rules ”connected person(s)” has the meaning ascribed to it in the GEM Listing Rules “Director(s)” the director(s) of the Company “GEM Listing Committee” has the meaning as defined in the GEM Listing Rules “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM as amended supplemented or otherwise modified from time to time “Group” the Company and its subsidiaries “HK$” Hong Kong dollar(s) the lawful currency of Hong Kong “HKSCC” Hong Kong Securities Clearing Company Limited “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Independent Third Party(ies)” any individual or company not being the connected persons of the Company independent of the Company and its connected persons and not connected with any of them or their respective associates “Irrevocable Undertakings” the irrevocable undertakings dated 2 July 2024 executed by Rise Triumph Limited and Signkey Group Limited respectively in favour of the Company the principal termsof which are disclosed in the section headed “IrrevocableUndertakings” in this announcement – 26 –“Last Trading Day” Monday 2 July 2024 being the last trading day of the Shares on the Stock Exchange immediately before the publication of this announcement “Latest Time for Acceptance” 4:00 p.m. on Monday 12 August 2024 or such other time or date as the Company may determine being the latest time and date for acceptance of and payment for the Rights Shares as described in the Prospectus Documents “Latest Time for Termination” 4:00 p.m. on Friday 23 August 2024 or such later time or date as may be agreed by the Company and the Placing Agent in writing being the latest time for termination of the Placing Agreement “No Action Shareholder(s)” those Qualifying Shareholder(s) who do not subscribe for the Right Shares (whether partially or fully) under the PALs or their renounces or such persons who hold any nil-paid rights at the time such nil-paid rights are lapsed“Non-Qualifying the Overseas Shareholder(s) (if any) in respect of whomShareholder(s)” the Board after making relevant enquiries with the legal advisers in the relevant jurisdictions considers it necessary or expedient not to offer the Rights Shares to such Overseas Shareholder(s) on account either of legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place “NQS Rights Shares” the Rights Shares which would otherwise have been provisionally allotted to the Non-Qualifying Shareholders in nil-paid form “NQS Unsold Rights Shares” the NQS Rights Shares that are not successfully sold by theCompany as described in the paragraph headed “Arrangementsfor the NQS Rights Shares” in this announcement “Overseas Shareholder(s)” the Shareholder(s) (if any) whose registered address(es) as shown in the register of members of the Company as at the close of business on the Record Date is/are outside Hong Kong “PAL(s)” the provisional allotment letter(s) to be issued to the Qualifying Shareholders in connection with the Rights Issue – 27 –“Placee(s)” professional persons institutional corporate or individual investor(s) who and whose respective ultimate beneficial owner(s) shall be Independent Third Party(ies) and are independent of and not acting in concert with any of the connected persons of the Company and their respective associates procured by the Placing Agent and/or its sub- placing agent(s) to subscribe for any of the Unsubscribed Rights Shares pursuant to the Placing Agreement “Placing” the placing of a maximum of 159004495 Unsubscribed Rights Shares by the Placing Agent and/or its sub-placing agents(s) to the Placees on the terms and conditions of the Placing Agreement “Placing Agent” SBI China Capital Financial Services Limited a licensed corporation carrying out type 1 (dealing in securities) type 4 (advising on securities) and type 9 (asset management) regulated activities under the SFO being the placing agent appointed by the Company pursuant to the Placing Agreement “Placing Agreement” the placing agreement dated 2 July 2024 entered into between the Company and the Placing Agent in relation to the Placing “Posting Date” Monday 29 July 2024 or such other date as the Company may determine being the date of despatch of the Prospectus Documents to the Qua l i fy ing Shareho lders and the Prospectus for information only to the Non-Qualifying Shareholder “PRC” People’s Republic of China “Prospectus” the prospectus to be despatched to the Shareholders containing details of the Rights Issue “Prospectus Documents” the Prospectus and the PAL(s) “Public Float Requirement” the public float requirement under Rule 11.23(7) of the GEM Listing Rules which requires inter alia at least 25% of the issuer’s total number of issued shares (excluding treasury shares) must at all times be held by the public “Qualifying Shareholder(s)” Shareholder(s) whose name(s) appear(s) on the register of members of the Company as at the close of business on the Record Date other than the Non-Qualifying Shareholder(s) – 28 –“Record Date” Friday 26 July 2024 or such other date as the Company may determine being the date by reference to which entitlements of the Shareholders to participate in the Rights Issue will be determined “Registrar” the branch share registrar and transfer office of the Company in Hong Kong being Union Registrars Limited at Suites 3301–04 33/F. Two Chinachem Exchange Square 338 King’s Road North Point Hong Kong “Rights Issue” the proposed issue of the Rights Shares on the basis of one (1) Rights Share for every two (2) existing Shares held by the Qualifying Shareholders on the Record Date at the Subscription Price “Rights Share(s)” up to 409000000 new Shares (assuming no change in the number of Shares in issue on or before the Record Date) to be allotted and issued pursuant to the Rights Issue “SFC” The Securities and Futures Commission of Hong Kong “SFO” The Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended supplemented or otherwise modified from time to time “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company “Shareholder(s)” holder(s) of issued Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscription Price” HK$0.1 per Rights Share “substantial shareholder(s)” has the meaning ascribed thereto under the GEM Listing Rules “Takeovers Code” The Codes on Takeovers and Mergers and Share Buy-backs as amended supplemented or otherwise modified from time to time– 29 –“Unsubscribed Rights those Rights Shares that are not subscribed by the QualifyingShare(s)” Shareholders and the NQS Unsold Rights Shares “%” per cent.By Order of the Board Tonking New Energy Group Holdings Limited Mr. Wu Jian Nong Chairman Hong Kong 2 July 2024 As at the date of this announcement the executive Directors are Mr. Wu Jian Nong Ms. Shen Meng Hong and Mr. Xu Shui Sheng; and the independent non-executive Directors are Ms.Wang Xiaoxiong Mr. Zhou Yuan and Mr. Shen Fuxin.* For identification purposes only –30–