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 purposes only and does not constitute an invitation or a solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.

This announcement is not an offer of securities for sale or the solicitation of an offer to buy any securities in the United States or any country or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such country or jurisdiction. Neither this announcement nor anything herein forms the basis of any contract or commitment whatsoever. The securities referred to herein will not be registered under the Securities Act or laws of any state of the United States or other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The Company has not registered and does not intend to register any of the Notes in the United States. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the Company and management, as well as financial statements. No public offering of securities is to be made by the Company in the United States.

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) ISSUE OF USD160,000,000 6.75% SENIOR NOTES DUE 2018

Reference is made to the announcement of the Company dated 9 October 2017 in respect of the issue of the Notes.

On 11 October 2017, the Company, the Subsidiary Guarantors and the Initial Purchasers have entered into the Purchase Agreement in connection with the issue by the Company of the Notes in an aggregate principal amount of USD160,000,000.

An application has been made by the Company to the Hong Kong Stock Exchange for the listing of the Notes on the Hong Kong Stock Exchange.

The net proceeds from the offering of the Notes will be approximately USD157.8 million. The Company intends to use the net proceeds from the issue of the Notes to refinance existing indebtedness and, to a lesser extent, for general working capital purposes.

As closing under the Purchase Agreement is subject to the fulfillment of a number of conditions precedent as set forth therein, the offer and issue of the Notes may or may not be completed. Shareholders and potential investors should exercise caution when dealing in the shares of the Company. INTRODUCTION

On 11 October 2017, the Company, the Subsidiary Guarantors and the Initial Purchasers have entered into the Purchase Agreement in connection with the issue of the Notes by the Company with an aggregate principal amount of USD160,000,000.

Purchase Agreement

Date: 11 October 2017

Parties: (a) The Company as the issuer;

  1. The Subsidiary Guarantors as guarantors of the Company's obligations under the Notes; and

  2. BOCI Asia Limited, The Hongkong and Shanghai Banking Corporation Limited and Guotai Junan Securities (Hong Kong) Limited, as the Initial Purchasers

In relation to the offer and sale of the Notes, BOCI Asia Limited, The Hongkong and Shanghai Banking Corporation Limited and Guotai Junan Securities (Hong Kong) Limited are acting as joint global coordinators, joint lead managers and joint bookrunners.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, each of the Initial Purchasers is an independent third party not connected with the Company or its connected persons.

The Notes will only be offered outside the United States in compliance with Regulation S under the Securities Act. None of the Notes will be offered to the public in Hong Kong and none of the Notes will be placed to any connected persons of the Company.

Principal Terms of the Notes Issuer China Singyes Solar Technologies Holdings Limited Notes USD160,000,000 aggregate principal amount of 6.75% senior notes due 2018 Offering Price 100% of the principal amount of the Notes Maturity Date 17 October 2018 Interest The Notes will bear interest from and including 18 October 2017 at the rate of 6.75% per annum, payable in arrears on each interest payment date Interest Payment Dates

18 April 2018 and 17 October 2018

Ranking The Notes are:
  • general obligations of the Company;

  • senior in right of payment to any existing and future obligations of the Company expressly subordinated in right of payment to the Notes;

  • at least pari passu in right of payment with all other unsecured, unsubordinated indebtedness of the Company (subject to any priority rights of such unsecured, unsubordinated indebtedness pursuant to applicable law);

  • guaranteed by the Subsidiary Guarantors and JV Subsidiary Guarantors (if any) on a senior basis, subject to certain limitations;

  • effectively subordinated to secured obligations (if any) of the Company and the Subsidiary Guarantors and the JV Subsidiary Guarantors, to the extent of the value of the assets serving as security therefor; and

  • effectively subordinated to all existing and future obligations of the subsidiaries of the Company which are not Guarantor Subsidiaries.

Subsidiary Guarantees and JV Subsidiary Guarantees

Each of the Subsidiary Guarantors and JV Subsidiary Guarantors (if any) will, jointly and severally, guarantee the due and punctual payment of the principal of, premium, if any, and interest on, and all other amounts payable under, the Notes.

The initial Subsidiary Guarantors will be Singyes Green Investment (HK) Company Limited, Singyes Green Energy Technologies (HK) Limited, Basic Force Group Limited, Top Access Management Limited, Singyes Engineering (M) Sdn. Bhd., Macao Singyes Renewable Energy Technology Co., Ltd., SunTreasure Group Corp., Singyes Green Energy Holdings Limited, Singyes Green Energy Investments Limited, Singyes Green Building Technology Pte. Ltd., and Singyes Engineering (H.K.) Company Limited.

The Company will cause each of its future Restricted Subsidiaries (other than the Company's subsidiaries organized under the laws of the PRC) immediately upon becoming a Restricted Subsidiary to execute and deliver to the Trustee a supplemental indenture to the Indenture, pursuant to which such Restricted Subsidiary will guarantee the payment of the Notes as either a Subsidiary Guarantor or a JV Subsidiary Guarantor. Notwithstanding the foregoing, the Company may elect to have any future Restricted Subsidiary (and its Restricted Subsidiaries) organized outside the PRC not provide a Subsidiary Guarantee or JV Subsidiary Guarantee, provided that, after giving effect to the consolidated assets of such Restricted Subsidiary and its subsidiaries (other than any Unrestricted Subsidiaries), the consolidated assets of all Restricted Subsidiaries organized outside the PRC that are not Subsidiary Guarantors or JV Subsidiary Guarantors do not account for more than 5% of the total assets of the Company.

A JV Subsidiary Guarantee instead of a Subsidiary Guarantee may be provided by a Subsidiary Guarantor following (x) a sale by the Company or any of its Restricted Subsidiaries of capital stock in such Subsidiary Guarantor, where such sale is for no less than 20.0% and no more than 49.9% of the issued capital stock of such Subsidiary Guarantor or (y) the purchase by the Company or any Restricted Subsidiary of no less than 50.1% of the capital stock of an independent third party and designate such entity as a Restricted Subsidiary. It is currently expected that all Subsidiary Guarantors would provide Subsidiary Guarantee and there will be no JV Subsidiary Guarantor on the date of issue of the Notes.

A Subsidiary Guarantee or JV Subsidiary Guarantee may be released or replaced in certain circumstances.

Ranking of Subsidiary Guarantees

The Subsidiary Guarantee of each Subsidiary Guarantor:

  • is a general obligation of such Subsidiary Guarantor;

  • is effectively subordinated to secured obligations of such Subsidiary Guarantor, to the extent of the value of the assets serving as security therefor;

  • is senior in right of payment to all future obligations of such Subsidiary Guarantor expressly subordinated in right of payment to such Subsidiary Guarantee; and

  • ranks at least pari passu with all other unsecured, unsubordinated indebtedness of such Subsidiary Guarantor (subject to any priority rights of such unsecured, unsubordinated indebtedness pursuant to applicable law).

China Singyes Solar Technologies Holdings Ltd. published this content on 12 October 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 12 October 2017 00:09:07 UTC.

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