THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Singyes Solar Technologies Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

This document appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of China Singyes Solar Technologies Holdings Limited.

China Singyes Solar Technologies Holdings Limited

中 國 興 業 太 陽 能 技 術 控 股 有 限 公 司

(incorporated in Bermuda with limited liability)

(Stock Code: 750)

    1. PROPOSED SUBSCRIPTION OF NEW SHARES UNDER SPECIFIC MANDATE
    2. APPLICATION FOR WHITEWASH WAIVER
  2. PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL
    1. SPECIAL DEAL

AND

(5) NOTICE OF SGM

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

Optima Capital Limited

A letter from the Board is set out on pages 7 to 33 of this circular.

A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders is set out on pages 34 to 35 of this circular.

A letter from Optima Capital containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 36 to 75 of this circular.

A notice convening the SGM to be held at 12 : 00 p.m. on 31 October 2019 at Regus Conference Centre, 35/F Central Plaza, 18 Harbour Road, Wanchai, Hong Kong is set out on pages 100 to 102 of this circular. A form of proxy for use at the SGM or any adjournment thereof (as the case may be) is enclosed. Whether or not you propose to attend the SGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the SGM (i.e. at 12 : 00 p.m. on 29 October 2019) or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the SGM or any adjournment thereof (as the case may be) should you so wish.

  • For identification purpose only

16 October 2019

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . .

34

LETTER FROM OPTIMA CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

36

APPENDIX I - FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . .

76

APPENDIX II - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

85

NOTICE OF SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

100

- i -

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

''acting in concert''

has the meaning ascribed to it under the Takeovers Code;

''Announcement''

the joint announcement of the Company and Singyes NM dated

5 June 2019 in relation to, among other things, the Subscription

and the Whitewash Waiver;

''associate(s)''

has the meaning ascribed thereto in the Listing Rules;

''Authorised Share

the proposed increase in the authorised share capital of the

Capital Increase''

Company from US$12,000,000 divided into 1,200,000,000 Shares

to US$26,000,000 divided into 2,600,000,000 Shares;

''Board''

the board of directors of the Company;

''Bondholders''

holders of the Offshore Notes;

''Business Day''

means a day (other than a Saturday or Sunday or public holiday

in Hong Kong and any day on which a tropical cyclone warning

signal no. 8 or above or a ''black'' rainstorm warning signal is

hoisted in Hong Kong) on which commercial banks are open for

business in Hong Kong and in the PRC;

''Cash Consideration''

US$41.4 million;

''Companies

the Companies Ordinance (Chapter 622 of the Laws of Hong

Ordinance''

Kong as amended and supplemented from time to time);

''Company''

China Singyes Solar Technologies Holdings Limited (中國興業太

陽能技術控股有限公司), a company incorporated in Bermuda

with limited liability, the shares of which are listed on the Main

Board of the Stock Exchange (Stock Code: 0750);

''Completion''

means completion of the Subscription pursuant to the terms of

the Subscription Agreement;

''Completion Date''

means the 15th Business Day after all of the Conditions have

been fulfilled or waived (as the case may be) (or such other date

as the Subscriber and the Company may agree in writing);

''Condition(s)''

means the conditions precedent set out under the sub-section

headed ''Conditions of the Subscription'' in this circular;

''connected person(s)''

has the meaning ascribed to this term under the Listing Rules;

- 1 -

DEFINITIONS

''Consent Fees''

US$8.6 million, being the consent fee that will be shared pro rata

based on the outstanding principal amount held by and among

those consenting Bondholders that became parties to the RSA on

or prior to 5 : 00 p.m. Hong Kong time on 9 August 2019 (or such

later date as the Company may decide subject to terms and

conditions of the RSA) in the total amount of US$422.4 million,

being approximately 98.4% of the aggregate outstanding

principal amount of the Offshore Notes;

''Convertible Bonds''

means the RMB930 million 5% US$ settled convertible bonds

due 2019 (Stock Code: 5790) issued by the Company;

''Directors''

members of the board of directors of the Company;

''Executive''

the Executive Director of the Corporate Finance Division of the

SFC or any delegate of the Executive Director;

''Group''

the Company and each of its subsidiaries from time to time, and

''Group Company'' means any one of them accordingly;

''HK$''

Hong Kong dollars, the lawful currency of Hong Kong;

''Hong Kong''

the Hong Kong Special Administrative Region of the PRC;

''Independent Board

an independent board committee, comprising all the non-

Committee''

executive Directors (except Mr. Zhuo Jianming who is

interested in the Subscription, the Whitewash Waiver and the

Special Deal), namely Dr. Li Hong, Dr. Wang Ching, Mr. Yick

Wing Fat, Simon and Dr. Tan Hongwei, to advise the

Independent Shareholders as to the fairness and reasonableness

of the terms of the Subscription Agreement, the Whitewash

Waiver and the Special Deal;

''Independent

Shareholders other than (i) the Subscriber, (ii) the Major

Shareholders''

Shareholders, (iii) who are interested or involved in (other than

solely as a Shareholder) the Subscription, the Whitewash Waiver

and the Special Deal and their respective associates and concert

parties;

''Last Trading Day''

29 March 2019, being the last trading day before the entering

into of the Subscription Agreement;

''Latest Practicable

means 11 October 2019, the latest practicable date prior to the

Date''

printing of this circular for ascertaining certain information for

the purpose of inclusion in this circular;

''Listing Committee''

has the meaning given to it under the Listing Rules;

- 2 -

DEFINITIONS

''Listing Rules''

the Rules Governing the Listing of Securities on the Stock

Exchange;

''Long Stop Date''

31 December 2019;

''Major Shareholders''

Mr. Liu Hongwei, Mr. Sun Jinli, Mr. Xie Wen, Mr. Xiong Shi,

Mr. Zhuo Jianming, each of their spouses (as applicable) and

Strong Eagle;

''Non-competition

non-competition undertakings entered into by senior

Undertaking''

management and core technical personnel of members of the

Group designated jointly by the Subscriber and the Major

Shareholders and the relevant companies (and such agreements

shall be agreed and approved by the Subscriber in its absolute

discretion);

''Offshore Notes''

US$160 million 6.75% senior notes due 2018, the Convertible

Bonds and the US$260 million 7.95% notes due 2019;

''Optima Capital''

Optima Capital Limited, a licensed corporation to carry out

Type 1 (dealing in securities), Type 4 (advising on securities) and

Type 6 (advising on corporate finance) regulated activities under

the SFO, appointed by the Company as the independent financial

adviser to advise the Independent Board Committee and the

Independent Shareholders in relation to the Subscription, the

Whitewash Waiver and the Special Deal;

''PRC''

the People's Republic of China, and for the purpose of this

circular only excluding Hong Kong, the Macau Special

Administrative Region of the PRC and Taiwan;

''Relevant Period''

the period beginning six months immediately prior to the date of

the 3.7 Announcement and ending on the Latest Practicable

Date;

''RMB''

Renminbi, the lawful currency of the PRC;

''SFC''

the Securities and Futures Commission of Hong Kong;

''SFO''

the Securities and Futures Ordinance (Cap. 571 of the Laws of

Hong Kong);

''SGM''

the special general meeting of the Company to be held to

approve, among other things, the Subscription, the Whitewash

Waiver, the Special Deal and the Authorised Share Capital

Increase;

- 3 -

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China Singyes Solar Technologies Holdings Ltd. published this content on 15 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 October 2019 11:36:07 UTC