Resolution no. 20965

Prohibition, pursuant to Article 99, paragraph 1, letter d) of Legislative Decree no. 58/1998, of the offering of shares to the Italian public promoted by Solar Group Limited through the https://solargroup.pro website

LA COMMISSIONE NAZIONALE PER LE SOCIETÀ E LA BORSA
[THE NATIONAL COMMISSION FOR COMPANIES AND THE STOCK EXCHANGE]

HAVING REAGARD to Law no. 216 of June 7, 1974, and subsequent amendments and additions;

HAVING REGARD TO Legislative Decree no. 58 of February 24, 1998 ('Consolidated Law on Finance') and subsequent amendments and additions;

HAVING ESTABLISHED that, through the https://solargroup.pro website, also available in Italian, an activity is carried out whereby persons, including Italian residents, are offered the opportunity to invest money in the purchase of shares;

HAVING FOUND that in the homepage of the said website we read that Solar Group Limited, with office in Vanuatu, promises an 'investment project' aimed at the 'developing and producing the most effective induction motors in the world';

HAVING FOUND that the 'Client Agreement', available for download on the website, reads that Solar Group Limited provide investment services to clients who have opened an account 'to trade in financial instruments';

HAVING FOUND that, following registration to the https://solargroup.pro website, the user can access the website reserved area, where they can buy at a discount price different 'investment packages' that would entitled the user to receive a certain quantity of 'investment shares';

HAVING CONSIDERED that in the 'Invest' subsection a list is found of 'investment shares' with a minimum value of 500 dollars and a maximum value of 50,000 dollars, and that these investment shares can also be bought by instalments;

HAVING FOUND that, in this regard, the 'FAQs' section specifies that:

- 'The minimum investment is 50 dollars [consisting in] payment by 10 monthly instalments monthly a 500 dollar package of shares';

- 'to purchase the company's shares, you must fill the balance of your account';

- 'a system of penalties is provided for serious, unreasonable delay in the payment of instalments';

- 'if you do not pay all instalments, you will anyway get the company's shares for the amount that you have already effectively transferred on account for purchasing the shares. The rate in this case will be much lower than the rate indicated for choosing the investment package';

- 'the investment phase is a period of several months during which a certain rate is establish for the purchase of shares. With each new investment phase, the company's shares begin to be sold in a more expensive way';

HAVING FOUND, therefore, that these offerings are characterised by share packages the subscription of which requires the payment of an amount of money, and that each different amount paid entails the purchase of a different number of shares through the account that the user opened on line;

CONSIDERING that the 'Documents' subsection of the https://solargroup.pro website allows the registered investor to download and sign the 'Investment Agreement' (in English and Russian), in which it is specified that the agreement stipulated between the parties has as its subject the purchase of shares defined as 'a package of shares of Solar Group Limited';

HAVING FOUND that, in this regard, the aforementioned document envisages that the so-called 'Investment Agreement' must be concluded between Solar Group Limited (the 'Investment Recipient or the company') and the client ('the investor') who has accessed and registered into a reserved area of the website, and that Solar Group Limited must transfer the shares on the client's account ('After providing the Investment in accordance with the conditions of the present Agreement, the Investment Recipient undertakes to transfer to the Investor the ownership of the unencumbered Shares which are not the subject of the claim of the third parties');

HAVING NOTED also that the shares transferred to clients give them patrimonial rights ('the Investment recipient undertakes to pay the investor the income from the profit that the Investment Recipient gets in proportion to the number of shares the investor possesses. The profitability per share is calculated as the sum of the company's profit divided by the amount of the shares credited by the Company');

HAVING CONSIDERED that the purchase of shares requires the client to pay money exclusively by using the payment services available in the reserved area of website in question;

HAVING CONSIDERED that, upon our request for information - including warning that the activity in question could potentially be classified as the public offering of financial services – Solar Group Limited did not provide any response;

HAVING ESTABLISHED that the transaction structure is presented as an investment opportunity;

HAVING REGARD TO the fact that, according to the definition under Art. 1, para. 1, letter t) of Leg. Decree no. 58/1998, an 'public offer of financial products' must be understood to mean 'any communication made to people, in any form and by any means, that presents sufficient information about the conditions of the offer and the financial products offered so as to render an investor capable of deciding to buy or underwrite such financial products, including placement by means of licensed bodies';

HAVING CONSIDERED that the elements of the public offer relevant for the purposes of this provision can be summarised as follows:

a) the fact that the activity in question involves a specific or several specific 'financial products', a category that includes - pursuant to Art. 1, para. 1, letter u), of the Consolidated Law on Finance - both the 'typified' characteristics of 'financial instruments' and 'every other form of investment of a financial nature';

b) the existence of communication intended to persuade investors to purchase or subscribe to these financial products and, consequently, including at the very least a description of their main characteristics;

c) the representation of the offer in uniform and standardised terms and the consequent impossibility for the individual investor to intervene in the formation of the contractual agreement and on the subsequent use of the money paid;

d) the fact that the offer in question is directed towards Italian residents;

HAVING FOUND that the investor who registers on the https://solargroup.pro website and thus accesses the reserved area of can subscribe shares in the capital of a company of the Skyway group by paying money through the payment systems available therein, and that the investor thereby becomes a 'co-owner of the company', as he/she becomes the holder of shares with proprietary rights such as the right to receive 'dividends according to the number of your company shares';

HAVING CONSIDERED therefore, that the unequivocal subject of the trading offer of Solar Group Limited are shares, which can be classified as transferable securities, as outlined under Art. 1, para. 1-bis, letter a) of the Consolidated Law on Finance;

HAVING CONSIDERED therefore, that - since transferable securities fall under the category of financial instruments - in relation to the said hypothesis, the subject of the trading offer can be classified, pursuant to Art. 1, para. 1, letter u) of the Consolidated Law on Finance, as a type of 'financial instrument' and, in particular, pursuant to the provisions of Art. 93-bis, para. 1, letter a) of the Consolidated Law on Finance, the aforementioned transferable securities must be considered as 'EU financial instruments';

HAVING CONSIDERED, therefore, that the requirement set out above in letter a) is met;

HAVING FOUND that in the https://solargroup.pro website and in its reserved section, the company has published information on the shares and documents, such as the 'Investment agreement', which describe the essential characteristics of the trading proposal (such as the characteristics of the various share packages with the number of shares and the money to be paid to subscribe them, information on the company offering the shares and on the company to which they belong);

HAVING ESTABLISHED that the scheme is promoted in standardised and uniform terms and, in particular, it is presented in such a way as to render investors capable of evaluating whether to subscribe to it or not;

HAVING FOUND therefore, that the offering requirements set out in letters b) and c) are met;

HAVING ESTABLISHED, moreover, that there is unequivocal evidence that the offer of shares by Solar Group Limited on the https://solargroup.pro website is aimed at the public resident in Italy. In fact, it should be noted that the contents of the website are also available in Italian and there are no mechanisms to prevent registration by Italian users;

CONSIDERING therefore, that the requirement set out in letter d) is also met, since the offering at issue is addressed to the Italian public;

CONSIDERING therefore that the activity carried out by Solar Group Limited, aimed at offering company shares for investment, has the characteristics of an offering of financial products to the Italian public, as defined above;

HAVING CONSIDERED that Art. 94, section 1, of the Consolidated Law on Finance establishes as follows: 'Those who intend to make an offer to the public shall publish a prospectus in advance. To this end, for offers concerning EU financial instruments for which Italy is the Member State of origin and for offers of financial products other than EU financial instruments, prior notification must be sent to CONSOB including the prospectus intended for publication. The prospectus may not be published until it is approved by CONSOB;

HAVING ESTABLISHED that, in relation to the activity described, neither prior notification nor the information prospectus intended for publication were sent to CONSOB;

HAVING ESTABLISHED, furthermore, that the offering in question, based on the evidence available, does not qualify for any type of exemption - according to the combined provisions of Art. 100 of Legislative Decree no. 58/1998 and Art. 34-ter of CONSOB's Regulation no. 11971/1998 - from enforcement of the regulations on 'solicitation of public savings' under Art. 93-bis and subsequent additions and amendments of the Consolidated Law on Finance;

HAVING CONSIDERED CONSOB's Resolution no. 20953 of June 4, 2019, with which pursuant to Art. 99, para. 1, letter a), of the Consolidated Law on Finance, CONSOB implemented the precautionary measure of suspending, for a period of ten working days, the offering of shares of Solar Group Limited aimed at the Italian public and also carried out through the https://solargroup.pro website;

HAVING CONSIDERED that the company has sent no objections in response to the facts on which the suspension measure is based;

HAVING CONSIDERED, therefore, that, in the light of the investigation outlined above and in the absence of any evidence to suggest a situation other than that outlined in the aforementioned suspension measure, the circumstances de facto and de jure established in the suspension measure are considered to have been ascertained;

HAVING CONSIDERED, therefore, that there is evidence of a public offering of financial products

of the 'financial instrument' type, in infringement of the aforementioned legislation;

HAVING REGARD to Art. 99, para. 1, letter d) of the Consolidated Law on Finance, pursuant to which CONSOB may 'prohibit the public offering if violation of the provisions or regulations referred to under paragraphs a) or b) are confirmed';

HEREBY RESOLVES:

To prohibit Solar Group Limited to offer shares to the Italian public through its https://solargroup.pro website.

This Resolution shall be brought to the attention of those whom it concerns and will be published in the CONSOB Bulletin.

This measure may be appealed before the Regional Administrative Court of Lazio within 60 days of the date of service.

June 18^th, 2019

THE CHAIRMAN
Paolo Savona