Xinyi Solar : Proposed spin-off and listing of Xinyi Energy

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company. This announcement does not constitute and is not an offer to sell or the solicitation of an offer to buy any securities referred to in this announcement in the United States of America or elsewhere.

XINYI SOLAR HOLDINGS LIMITED

信 義 光 能 控 股 有 限 公 司

(Incorporated under the laws of the Cayman Islands with limited liability)

(Stock code: 00968)

PROPOSED SPIN-OFF AND LISTING OF XINYI ENERGY

The final offer price for each XYE Share under the XYE Global Offering is HK$1.94 (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%). On the basis of the final offer price of HK$1.94, the market capitalisation of Xinyi Energy at the time of the Proposed XYE Listing would be approximately HK$12.9 billion.

Immediately after the XYE Global Offering and the XYE Listing, the Company will hold, through its subsidiaries, 53.7% of the XYE Shares in issue. Hence, Xinyi Energy and its subsidiaries will continue to be non-wholly owned subsidiary of the Company.

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The Directors would like to emphasise that there is no assurance that the Proposed Spin-Off, XYE Global Offering and the Proposed XYE Listing will take place or the relevant approval will be granted, or as to when it may take place or be granted. The implementation of the Proposed Spin-Off and the XYE Global Offering is dependent on a number of factors and subject to a number of conditions, which may or may not be satisfied, including the approval of the Stock Exchange and the final decision of the Board and the XYE Board. There is no certainty as to whether, and if so when, the Proposed Spin-Off, XYE Global Offering and the Proposed XYE Listing will take place. The decision on whether to proceed with the Proposed Spin-Off, XYE Global Offering and the Proposed XYE Listing will be at the discretion of the Directors and the XYE Directors. In making the decision, the Directors will take into consideration all factors and other considerations they consider relevant, including the prevailing capital market conditions, the likely valuation of Xinyi Energy that can be achieved and whether the XYE Global Offering will, in their view, maximise the benefits to the Company and the Shareholders as a whole. Accordingly, Shareholders and potential investors in the Shares and other securities of the Company should exercise caution when dealing in or investing in the Shares and are recommended to consult their professional advisers if they are in any doubt about their positions.

Shareholders and prospective investors of the Company should exercise caution when dealing in or investing in the securities of the Company. The Company will make further announcement(s) on the Proposed Spin-Off in compliance with the requirements of the Listing Rules as and when appropriate.

The board (the "Board") of directors (the "Directors") of Xinyi Solar Holdings Limited (the "Company") refers to the announcements of the Company dated 15 March, 22 April and 15 May 2019 (the "Announcements") in relation to the Proposed Spin-Off and the Proposed XYE Listing. Unless the context requires otherwise, the capitalised terms herein shall have the same meanings as defined in the Announcements.

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ALLOCATION OF THE XYE SHARES UNDER THE GLOBAL OFFERING

Please refer to the announcement published by Xinyi Energy on its website at www.xinyienergy.comand the website of the Stock Exchange at www.hkexnews.hkon 27 May 2019 for information in respect of, among other things, the offer price of each XYE Share under the XYE Global Offering and the results and allocation of the XYE Global Offering (including the XYE Preferential Offering).

DETERMINATION OF THE FINAL OFFER PRICE AND MARKET CAPITALISATION BASED ON THE FINAL OFFER PRICE

The final offer price for each XYE Share under the XYE Global Offering is HK$1.94 (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%).

On the basis of the final offer price of HK$1.94, the market capitalisation of Xinyi Energy at the time of the Proposed XYE Listing would be approximately HK$12.9 billion.

LISTING DATE AND XINYI ENERGY AS A NON-WHOLLY OWNED SUBSIDIARY OF THE COMPANY

Assuming completion of the XYE Global Offering occurs in accordance with the current timetable, (i) Xinyi Energy is expected to be listed on the Main Board of the Stock Exchange on Tuesday, 28 May 2019 and (ii) the XYE Shares are expected to commence dealing on the Main Board of the Stock Exchange at 9:00 a.m. on Tuesday, 28 May 2019. The XYE Shares will be traded in board lots of 2,000 XYE Shares each and the stock code of Xinyi Energy is 3868.

Immediately after the XYE Global Offering and the XYE Listing, the Company will hold, through its subsidiaries, 53.7% of the XYE Shares in issue. Hence, Xinyi Energy and its subsidiaries will continue to be non-wholly owned subsidiary of the Company.

GENERAL INFORMATION

The Directors would like to emphasise that there is no assurance that the Proposed Spin-Off, XYE Global Offering and the Proposed XYE Listing will take place or the relevant approval will be granted, or as to when it may take place or be granted. The implementation of the Proposed Spin-Off and the XYE Global Offering is dependent on a number of factors and subject to a number of conditions, which may or may not be satisfied, including the approval of the Stock Exchange and the final decision of the Board and the XYE Board. There is no certainty as to whether, and if so when, the Proposed Spin-Off, XYE Global Offering and the Proposed XYE Listing will take place. The decision on whether to proceed with the Proposed Spin-Off, XYE Global Offering and the Proposed

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XYE Listing will be at the discretion of the Directors and the XYE Directors. In making the decision, the Directors will take into consideration all factors and other considerations they consider relevant, including the prevailing capital market conditions, the likely valuation of Xinyi Energy that can be achieved and whether the XYE Global Offering will, in their view, maximise the benefits to the Company and the Shareholders as a whole. Accordingly, Shareholders and potential investors in the Shares and other securities of the Company should exercise caution when dealing in or investing in the Shares and are recommended to consult their professional advisers if they are in any doubt about their positions.

Shareholders and prospective investors of the Company should exercise caution when dealing in or investing in the securities of the Company. The Company will make further announcement(s) on the Proposed Spin-Off in compliance with the requirements of the Listing Rules as and when appropriate.

By order of the Board

Xinyi Solar Holdings Limited

LEE Yau Ching

Executive Director and Chief Executive Officer

Hong Kong, 27 May 2019

As of the date of this announcement, the Board comprises four executive Directors, namely Mr. TUNG Ching Sai, Mr. LEE Yau Ching, Mr. LI Man Yin, and Mr. CHEN Xi, two non-executive Directors, namely Dr. LEE Yin Yee, B.B.S. (Chairman of the Board) and Mr. LEE Shing Put, and three independent non-executive Directors, namely Mr. CHENG Kwok Kin, Paul, Mr. LO Wan Sing, Vincent and Mr. KAN E-ting, Martin.

This announcement will be published on the website of the Stock Exchange at www.hkexnews.hk and on the website of the Company at www.xinyisolar.com.

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