Xinyi Solar : XYS_Target_Disposal

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.

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)

CLOSING OF THE PROPOSED TARGET DISPOSAL

The board (the "Board") of directors (the "Directors") of Xinyi Solar Holdings Limited (the "Company" and together with its subsidiaries, the "Group") refers to the announcement (the "Announcement") and the voluntary document (the "Voluntary Document") dated 15 May 2019 on, amongst other matters, the proposed disposal of the Target Companies (as defined in the Announcement) to Xinyi Energy Holdings Limited ("Xinyi Energy"). Unless the context requires otherwise, the capitalised terms used herein shall have the same meanings as defined in the Announcement and the Voluntary Document.

The Board also refers to the announcement of the Company dated 28 May 2019, in which the Company announced that Xinyi Energy has been successfully listed on Stock Exchange. The listing of Xinyi Energy on the Stock Exchange was the then only outstanding condition to the closing of the Proposed Target Disposal, which has been duly satisfied.

Information on the Proposed Target Disposal

In addition to the deemed disposal of the equity interest in Xinyi Energy following completion of the Proposed Spin-Off and the Proposed XYE Listing by way of the Proposed XYE Global Offering, Xinyi Energy will acquire, pursuant to the Target Sale and Purchase Agreement, from the Group, all issued shares of Xinyi Solar Farm (Group 1) Limited ("Xinyi Solar Farm (1)"), a company incorporated in the British Virgin Islands and the holding company of New Wisdom, Sky Falcon, Perfect Alliance, Profit Noble and Sky Cheer. These five companies hold, through their respective wholly-owned subsidiaries in the PRC, the utility-scaleground-mounted solar projects under the Target Portfolio.

− 1 −

Pursuant to the terms of the Target Sale and Purchase Agreement, Xinyi Energy will pay the Group out of the net proceeds from the Proposed XYE Global Offering the Target Selling Price. Such payment will be made by way of (a) an upfront payment of 50% upon completion of the Proposed Target Disposal to be settled within one month from the XYE Listing Date, i.e. 28 May 2019, and (b) the outstanding amount of the Target Selling Price will be settled by Xinyi Energy on the earlier of (i) the fourth anniversary of the XYE Listing Date, which is currently expected to be in 2023, and (ii) by instalments following the receipt of the tariff adjustment relating to the electricity generated by the solar farm projects under the Target Portfolio pursuant to the Target Sale and Purchase Agreement.

Following the Proposal Target Disposal, the Target Companies will be wholly-owned subsidiaries of Xinyi Energy, which will be a non-wholly owned subsidiary of the Company following the Proposed Spin-Off. The operating results of the Xinyi Energy Group (and the Target Companies) will continue to be consolidated into the consolidated financial statements of the Group.

Closing and the Target Selling Price

As agreed with Xinyi Energy, the closing date of the Proposed Target Disposal is Friday, 31 May 2019, up to which the closing accounts for the Proposed Target Disposal are prepared. Following the finalisation of the closing accounts, all issued shares of Xinyi Solar Farm (1) have been transferred from Xinyi Power (BVI) Limited, a wholly-owned subsidiary of the Company, to Xinyi Energy on Monday, 3 June 2019. The Target Selling Price is HK$4,083.3 million and is determined in strict compliance with the formula and the terms and conditions of the Target Sale and Purchase Agreement. The upfront payment of the Target Selling Price, being HK$2,041.6 million, has been settled by Xinyi Energy on Monday, 3 June 2019 in accordance with the terms and conditions of the Target Sale and Purchase Agreement. The proposed usage of this amount received by the Group is set forth in the Voluntary Document.

Independent Shareholders have approved the Proposed Target Disposal

The Proposed Target Disposal has been duly approved by the Independent Shareholders at the Previous Extraordinary General Meeting.

By order of the Board

Xinyi Solar Holdings Limited

LEE Yau Ching

Executive Director and Chief Executive Officer

Hong Kong, 3 June 2019

− 2 −

As of the date of this announcement, the Board comprises four executive Directors, namely Dr. LEE Yin Yee, B.B.S. (Chairman of the Board), Mr. LEE Yau Ching, Mr. LI Man Yin and Mr. CHEN Xi, two non-executive Directors, namely Mr. TUNG Ching Sai 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.hkand on the website of the Company at www.xinyisolar.com.

− 3 −