Xinyi Solar : Revised annaul cap amount for continuing connected transactions

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

Xinyi Glass Holdings Limited	Xinyi Solar Holdings Limited
信 義 玻 璃 控 股 有 限 公 司	信 義 光 能 控 股 有 限 公 司
(Incorporated in the Cayman	(Incorporated in the Cayman
Islands with limited liability)	Islands with limited liability)
(Stock code: 00868)	(Stock code: 00968)

REVISED ANNAUL CAP AMOUNT FOR

CONTINUING CONNECTED TRANSACTIONS

PURCHASE OF

PRODUCTION EQUIPMENT AND AUXILIARY FACILITIES

AND GLASS PRODUCTS

Reference is made to the joint announcement of Xinyi Glass and Xinyi Solar dated 20 December 2018 in relation to (i) the Existing Equipment Agreement and (ii) the Existing Glass Agreement.

On 7 August 2019, Xinyi Solar (Hong Kong) entered into the Supplemental Agreement which sets forth the Revised Annual Cap (Equipment) for the purchase of the Additional Production Equipment and Auxiliary Facilities. Save for the abovementioned revisions, all other terms and conditions under the Existing Equipment Agreement remain unchanged.

The Controlling Shareholders and their respective associates are interested in 32.1% of the share capital of Xinyi Solar. Xinyi Glass is interested in 24.4% of the share capital of Xinyi Solar. Xinyi Solar is not a subsidiary of Xinyi Glass but a connected person of Xinyi Glass. The Controlling Shareholders and their respective associates are interested in 58.0% of the share capital of Xinyi Glass. Since Xinyi Glass is a substantial shareholder of Xinyi Solar, Xinyi Glass and its subsidiaries are connected persons of Xinyi Solar.

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As the Purchase Agreements were entered into simultaneously between the Xinyi Glass Group as the supplier and Xinyi Solar Group as the purchaser, the amounts of the transactions under the Purchase Agreements have been aggregated as if they were one transaction for the purpose of Chapter 14A of the Listing Rules. As the applicable percentage ratios (other than the profits ratio which is not applicable) calculated (i) with reference to the Revised Annual Cap (Equipment) on a stand-alone basis, and (ii) with reference to the Existing Annual Cap (Glass) and Revised Annual Cap (Equipment) on an aggregated basis, is greater than 0.1% but less than 5%, the continuing connected transactions under each of the Purchase Agreements are subject to the reporting and announcement requirements, but are exempt from the circular (including independent financial advice) and shareholders' approval requirements, under Chapter 14A of the Listing Rules.

BACKGROUND

Reference is made to the joint announcement of Xinyi Glass and Xinyi Solar dated 20 December 2018 in relation to (i) the Existing Equipment Agreement and (ii) the Existing Glass Agreement.

SUPPLEMENTAL AGREEMENT

On 7 August 2019, Xinyi Solar (Hong Kong) entered into the Supplemental Agreement which sets forth the Revised Annual Cap (Equipment) for the purchase of the Additional Production Equipment and Auxiliary Facilities. Save for the abovementioned revisions, all other terms and conditions under the Existing Equipment Agreement remain unchanged.

The table below sets forth the principal terms of the Supplemental Agreement.

Date:	7 August 2019
Parties:	Wuhu Jinsanshi, a company owned by Xinyi Glass
	as to 85.66% and principally engaged in
	manufacturing of automatic machines for solar
	glass factory and other glass related industry, as
	the supplier of the Production Equipment and
	Auxiliary Facilities
	Xinyi Solar (Hong Kong), a wholly-owned
	subsidiary of Xinyi Solar and principally engaged
	in the trading of solar glass products, (for and on
	behalf of itself and its subsidiaries), as the
	purchaser of the Production Equipment and
	Auxiliary Facilities

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Subject matter:Pursuant to the Supplemental Agreement, the maximum aggregate estimated purchase price payable by Xinyi Solar Group to the Xinyi Glass Group for the year ending 31 December 2019 is amended as follows:

	For the year ending
	31 December 2019
Existing Annual Cap	RMB36.4 million
(Equipment)	(equivalent to
	HK$41.3 million)
Revised Annual Cap	RMB111.6 million
(Equipment)	(equivalent to
	HK$126.6 million)

Pursuant to the Supplemental Agreement, the

Existing Production Equipment and Auxiliary

Facilities are replaced by the Additional Production

Equipment and Auxiliary Facilities.

Revised Annual Cap (Equipment) and determination basis

The Revised Annual Cap (Equipment) for the year ending 31 December 2019 is RMB111.6 million (equivalent to HK$126.6 million) and is determined by Wuhu Jinsanshi and Xinyi Solar (Hong Kong) (for and on behalf of itself and its subsidiaries) on an arm's length basis with reference to the current market price of similar equipment and the requirements of the Xinyi Solar Group.

REASONS FOR ENTERING INTO THE SUPPLEMENTAL AGREEMENT

Taking into consideration the latest amount of purchase under the Existing Equipment Agreement, the Xinyi Glass Directors and the Xinyi Solar Directors expect that the type, quantity and purchase price of the production equipment and auxiliary facilities currently bought from Wuhu Jinsanshi would need to be expanded. The Existing Annual Cap (Equipment) will also not be sufficient to meet the Xinyi Solar Group's requirements for the year ending 31 December 2019.

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XINYI GLASS DIRECTORS' AND XINYI SOLAR DIRECTORS' VIEW ON THE TRANSACTIONS CONTEMPLATED UNDER THE EXISTING EQUIPMENT AGREEMENT (AS AMENDED BY THE SUPPLEMENTAL AGREEMENT)

The Xinyi Glass Directors (including the independent non-executive directors of Xinyi Glass) consider that the terms of the transactions contemplated under the Existing Equipment Agreement (as amended by the Supplemental Agreement) have been entered into (a) in the ordinary and usual course of the business of the Xinyi Glass Group; (b) on normal commercial terms; and (c) on terms that are fair and reasonable and in the interest of Xinyi Glass and its shareholders as a whole. As each of the following Xinyi Glass Directors, namely Dr. LEE Yin Yee, B.B.S. (Chairman of the Xinyi Glass Board), Mr. TUNG Ching Bor, Tan Sri Datuk TUNG Ching Sai P.S.M, D.M.S.M, Mr. LI Ching Wai, Mr. LI Ching Leung, Mr. SZE Nang Sze and Mr. NG Ngan Ho, has interests in the share capital of Xinyi Solar and the Controlling Shareholders, each of them has abstained from voting on the resolutions approving the Existing Equipment Agreement (as amended by the Supplemental Agreement).

The Xinyi Solar Directors (including the independent non-executive directors of Xinyi Solar) consider that the terms of the transactions contemplated under the Existing Equipment Agreement (as amended by the Supplemental Agreement) have been entered into (a) in the ordinary and usual course of the business of the Xinyi Solar Group; (b) on normal commercial terms; and (c) on terms that are fair and reasonable and in the interest of Xinyi Solar and its shareholders as a whole. As each of the following Xinyi Solar Directors, namely Dr. Lee Yin Yee, B.B.S., Tan Sri Datuk TUNG Ching Sai P.S.M, D.M.S.M and Mr. LI Man Yin, has interests in the share capital of Xinyi Glass, each of them has abstained from voting on the resolutions approving the Existing Equipment Agreement (as amended by the Supplemental Agreement).

IMPLICATIONS UNDER THE LISTING RULES

The Controlling Shareholders and their respective associates are interested in 32.1% of the share capital of Xinyi Solar. Xinyi Glass is interested in 24.4% of the share capital of Xinyi Solar. Xinyi Solar is not a subsidiary of Xinyi Glass but a connected person of Xinyi Glass. The Controlling Shareholders and their respective associates are interested in 58.0% of the share capital of Xinyi Glass. Since Xinyi Glass is a substantial shareholder of Xinyi Solar, Xinyi Glass and its subsidiaries are connected persons of Xinyi Solar.

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As the Purchase Agreements were entered into simultaneously between the Xinyi Glass Group as the supplier and Xinyi Solar Group as the purchaser, the amounts of the transactions under the Purchase Agreements have been aggregated as if they were one transaction for the purpose of Chapter 14A of the Listing Rules. As the applicable percentage ratios (other than the profits ratio which is not applicable) calculated (i) with reference to the Revised Annual Cap (Equipment) on a stand-alone basis, and (ii) with reference to the Existing Annual Cap (Glass) and Revised Annual Cap (Equipment) on an aggregated basis, is greater than 0.1% but less than 5%, the continuing connected transactions under each of the Purchase Agreements are subject to the reporting and announcement requirements, but are exempt from the circular (including independent financial advice) and shareholders' approval requirements, under Chapter 14A of the Listing Rules.

DEFINITIONS USED IN THIS ANNOUNCEMENT

Unless the context requires otherwise, the capitalised terms used in this joint announcement shall have the following meanings:

"Additional Production	means the production equipment and auxiliary
Equipment and Auxiliary	facilities including glass papering stacker,
Facilities"	transition wired device, anti-reflective film coating
	line, tempered sheeting equipment, CNC electrical
	wire cutting machine, drilling machine as well as
	the modification and upgrade of certain existing
	production facilities to be purchased by Xinyi
	Solar (Hong Kong) and its subsidiaries from Wuhu
	Jinsanshi;
"associate(s)"	has the meaning ascribed thereto under the Listing
	Rules;
"connected person(s)"	has the meaning ascribed thereto under the Listing
	Rules;
"Controlling	means the controlling shareholders (as such term is
Shareholders"	defined under the Listing Rules) of Xinyi Glass,
	Dr. LEE Yin Yee, B.B.S., Tan Sri Datuk TUNG
	Ching Sai P.S.M, D.M.S.M, Mr. TUNG Ching Bor, Mr.
	LI Man Yin, Mr. NG Ngan Ho, Mr. LI Ching Leung,
	Mr. LEE Sing Din, Mr. LI Ching Wai, Mr. SZE
	Nang Sze and their respective controlled
	corporations;

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