China Singyes Solar Technologs Hldgs : Announcements and Notices - Discloseable Transaction Disposal of A Subsidiary

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China Singyes Solar Technologies Holdings Limited ʕ਷ጳุ˄ජঐҦஔછٰϞࠢʮ̡

(incorporated in Bermuda with limited liability)

(Stock Code: 750)

DISCLOSEABLE TRANSACTION

DISPOSAL OF A SUBSIDIARY

The Board is pleased to announce that on 22 December 2017, the Vendor (as vendor) entered into the Sale and Purchase Agreement with the Purchaser (as purchaser), pursuant to which the Vendor agreed to sell and the Purchaser agreed to purchase the Equity Interest at the Consideration in accordance with the terms and conditions of the Sale and Purchase Agreement.

As certain of the applicable percentage ratios under Chapter 14 of the Listing Rules for the Transaction exceed 5% but are all less than 25%, the Transaction constitutes a discloseable transaction of the Company, and is therefore subject to the relevant reporting and announcement requirements under Chapter 14 of the Listing Rules. To the best of the Directors' knowledge, information and belief, having made reasonable enquiries, each of the Purchaser and its ultimate beneficial owners are independent of and not connected with the Company and the connected persons of the Company.

THE TRANSACTION

The salient terms of the Sale and Purchase Agreement are set out below:

Date

22 December 2017

Parties

• (1) Purchaser:

  ̏ԯԯ༶ஷ߅Ҧٰ΅Ϟࠢʮ̡ (Beijing Jingyuntong Technology Co., Ltd.*)

• (2) Vendor:

ಳیጳุၠЍঐ๕ٰ΅Ϟࠢʮ̡ (Hunan Singyes Green Energy Co. Ltd.*), a wholly-owned subsidiary of the Company

Target Company

Ԝ̨ጳఐঐ๕߅ҦϞࠢʮ̡ (Xingtai Xingqiao Energy Company Limited*), a wholly-owned subsidiary of the Vendor

To the best of the Directors' knowledge, information and belief, having made reasonable enquiries, each of the Purchaser and its ultimate beneficial owners are independent of and not connected with the Company and the connected persons of the Company.

The Transaction

Pursuant to the Sale and Purchase Agreement, the Vendor shall sell and the Purchaser shall purchase the Equity Interest.

The Equity Interest comprises 100% of the equity interest of the Target Company. The Target Company is engaged in the development of solar farm assets. For further information of the Target Company, please refer to the paragraph headed "Information on the Group and the Target Company" below.

Consideration

The total Consideration for the Transaction is HK$170,084,000, being the liability of the subsidiary disposed in respect of the Transaction.

Completion

Completion shall take place on or before 27 December 2017. Upon completion, the Target Company will cease to be a subsidiary of the Company.

INFORMATION ON THE GROUP AND THE TARGET COMPANY

As at the date of this announcement, the Group was principally engaged in the design, fabrication and installation of conventional curtain walls and building integrated photovoltaic BIPV systems, and the development and operation of solar projects. The Target Company is engaged in the development of solar farm assets.

The solar farm assets of the Target Company were under development in 2016 and hence no revenue has been generated. The total assets value of the Equity Interest as of 31 December 2016 was approximately RMB 89,835,000 according to the Target Company's unaudited accounts.

Based solely on the total assets value less third party payables attributable to the disposal of the Target Company as of 30 November 2017 in the amount of approximately RMB 143,983,000 and the Consideration under the Sales and Purchase Agreement in the amount of HK$170,084,000, no material gain or loss will be recognized in respect of such transaction.

INFORMATION ON THE PURCHASER

The Purchaser is a company incorporated in the PRC in the solar power and related business.

To the best of the Directors' knowledge, information and belief, having made reasonable enquiries, each of the Purchaser and its ultimate beneficial owners are independent of and not connected with the Company and the connected persons of the Company.

REASONS FOR AND BENEFITS OF THE TRANSACTION

The Company considers that the Transaction will enable the Group to relocate its resources to its other business and help streamline its businesses to achieve better return and value to the Company and its Shareholders as a whole.

The Directors consider that the terms of the Sale and Purchase Agreement are fair and reasonable and are on normal commercial terms, and the Transaction is in the interests of the Company and its shareholders as a whole.

USE OF PROCEEDS

It is expected that the proceeds from the Transaction will be used as general working capital of the Group and for its future business development.

LISTING RULES IMPLICATIONS

As certain of the applicable percentage ratios under Chapter 14 of the Listing Rules for the Transaction exceed 5% but are all less than 25%, the Transaction constitutes a discloseable transaction of the Company, and is therefore subject to the relevant reporting and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

Unless otherwise stated or the context requires otherwise, the terms in this announcement shall have the following meanings:

"Board"	the board of Directors
"Company"	China Singyes Solar Technologies Holdings Limited, a
company incorporated in Bermuda, the issued shares of which
are listed on the Main Board of the Stock Exchange (stock
code: 750)
"Consideration"	the consideration for the Transaction, being HK$170,084,000
"Director(s)"	the director(s) of the Company
"Equity Interest"	100% of the equity interest of the Target Company
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollar, the lawful currency of Hong Kong
"Hong Kong"	The Hong Kong Special Administrative Region of the PRC
"Listing Rules"	the Rules Governing the Listing of Securities on the main board
of the Stock Exchange
"PRC"	the People's Republic of China
"Purchaser"	̏ԯԯ༶ஷ߅Ҧٰ΅Ϟࠢʮ̡ (Beijing Jingyuntong Technology
Co., Ltd.*)
"RMB"	Renminbi, the lawful currency of the PRC
"Sale and Purchase	the Sale and Purchase Agreement in respect of the Equity
Agreement"	Interest entered into between the Vendor (as vendor) and the
Purchaser (as purchaser) on 22 December 2017
"Shareholder(s)"	the holder(s) of the Shares

"Stock Exchange"	the Stock Exchange of Hong Kong Limited
"Transaction"	the sale and purchase of the Equity Interest between the
Company (as vendor) and the Purchaser (as purchaser) as
contemplated under the Sale and Purchase Agreement
"Vendor"	ಳیጳุၠЍঐ๕ٰ΅Ϟࠢʮ̡ (Hunan Singyes Solar
Green Energy Technology Co. Ltd.*), a wholly-owned
subsidiary of the Company
"%"	per cent

For the purpose of this announcement, unless otherwise indicated, the exchange rate at RMB1 = HK$1.18 has been used, where applicable, for the purpose of illustration only and not constitute a representation that any amount have been, could have been or may be exchanged.

By Order of the Board

Liu Hongwei

Chairman

Hong Kong, 27 December 2017

As at the date of this announcement, the executive Directors are Mr. Liu Hongwei (Chairman), Mr. Xie Wen and Mr. Xiong Shi, the non-executive Directors are Dr. Li Hong and Mr. Cao Zhirong, and the independent non-executive Directors are Dr. Wang Ching, Mr. Yick Wing Fat, Simon and Dr. Zhong Jishou.

* for identification purpose only