China Singyes Solar Technologies : Announcements and Notices - (1) POLL RESULTS OF SPECIAL GENERAL MEETING HELD ON 31 OCTOBER 2019 (2) GRANT OF WHITEWASH WAIVER AND (3) CONSENT TO THE SPECIAL DEAL

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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) POLL RESULTS OF SPECIAL GENERAL MEETING

HELD ON 31 OCTOBER 2019

1. GRANT OF WHITEWASH WAIVER AND
2. CONSENT TO THE SPECIAL DEAL

Reference is made to the circular (the "Circular") of China Singyes Solar Technologies Holdings Limited (the "Company") and all resolutions proposed in the notice of the special general meeting (the "SGM Notice"), both dated 16 October 2019. Capitalised terms used herein shall have the same meanings as defined in the Circular and the SGM Notice unless the context herein requires otherwise.

POLL RESULTS OF SPECIAL GENERAL MEETING

The Board is pleased to announce that the resolutions as set out in the SGM Notice (the "Resolutions") were duly passed by the Shareholders by way of poll at the SGM held at Regus Conference Centre, 35/F Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Thursday, 31 October 2019 at 12:00 p.m.. The Subscription, the Specific Mandate, the Whitewash Waiver and the Special Deal have been approved by the Independent Shareholders at the SGM held on 31 October 2019 by way of poll.

As at the date of the SGM, the total number of the issued Shares in the Company was 834,073,195 Shares.

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In accordance with the Listing Rules and Takeovers Code, Shareholders who are (i) the Subscriber or its associates; (ii) any party acting in concert with the Subscriber; (iii) parties involved or interested in the Subscription or the Whitewash Waiver or the Special Deal (including the Bondholders who are also Shareholders), are required to abstain from voting on the relevant resolutions at the SGM.

As Mr. Xiong Shi (who is interested in 185,000 Shares (representing approximately 0.02% of the issued share capital of the Company as at the date of the SGM)), Mr. Zhuo Jianming (who is interested in 570,000 Shares (representing approximately 0.07% of the issued share capital of the Company as at the date of the SGM)), Strong Eagle (which is interested in 203,802,750 Shares (representing approximately 24.43% of the issued share capital of the Company as at the date of the SGM)) and Bondholders who are also Shareholders (who are interested in an aggregate of 279,380 Shares (representing approximately 0.03% of the issued share capital of the Company as at the date of the SGM)) are interested in the Subscription, the Specific Mandate, the Whitewash Waiver or the Special Deal, they have abstained from voting on the Resolutions at the SGM. Save as disclosed above, there were no other Shareholders who are required under the Listing Rules and/or the Takeovers Code to abstain from voting at the SGM and there were no Shares entitling the Shareholders to attend and abstain from voting in favour of the Resolutions at the SGM as set out in Rule 13.40 under the Listing Rules.

Accordingly, the total number of Shares entitling the holders to attend and vote for or against the Resolutions was 629,236,065 Shares.

Save as the abovementioned, no Shareholders have stated their intention in the Circular to vote against or to abstain from voting on the Resolutions at the SGM.

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The Company's Hong Kong branch share registrar, Tricor Investor Services Limited, was appointed as the scrutineer at the SGM for the purpose of vote-taking. The poll results were as follows:

		Number of votes
	Ordinary Resolutions (Note)	(approximate %)
		For	Against
1.	To approve the Subscription Agreement and the	160,387,266	512,600
	transactions contemplated thereunder and the Specific	(99.68)	(0.32)
	Mandate to allot and issue 1,687,008,585 Subscription
	Shares.
2.	To approve the Authorised Share Capital Increase	160,409,501	512,600
		(99.68)	(0.32)
3.	To approve the Special Deal.	160,409,501	512,600
		(99.68)	(0.32)
4.	To approve the Whitewash Waiver.	160,306,069	598,600
		(99.63)	(0.37)

Note: The full text of the Resolutions is set out in the SGM Notice.

As more than 50% of the votes were cast in favour of each of the Resolutions numbered 1, 2 and 3, and more than 75% of the votes were cast in favour of the Resolution numbered 4, all of the Resolutions were duly passed by the Shareholders as ordinary resolutions of the Company at the SGM.

GRANT OF WHITEWASH WAIVER

The Executive granted the Whitewash Waiver on 24 October 2019, subject to:

1. the Whitewash Waiver and the Subscription being separately approved by at least 75% and more than 50% respectively of the votes of the Independent Shareholders at the SGM, to be taken on a poll respectively; and
2. unless the Executive gives prior consent, no acquisition or disposal of voting rights being made by the Subscriber and parties acting in concert with it between the Announcement and the Completion.

As the Whitewash Waiver and the Subscription being separately approved by at least 75% and more than 50% respectively of the votes of the Independent Shareholders at the SGM by way of a poll, the aforementioned conditions of the Whitewash Waiver have been fulfilled as at the date of this announcement.

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CONSENT TO THE SPECIAL DEAL

On 24 October 2019, the Executive has conditionally consented to the Special Deal, subject to the Special Deal being approved by a vote of the Independent Shareholders at the SGM, to be taken on a poll. As the Special Deal has been approved by the Independent Shareholders at the SGM by way of poll, the aforementioned condition of the Special Deal has been fulfilled as at the date of this announcement.

EFFECT OF THE SUBSCRIPTION ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

As at the date of this announcement, the Company had a total of 834,073,195 Shares and 25,257,931 Share Options (21,257,931 of which were vested as at the date of this announcement) entitling the holders thereof to subscribe for a total of 21,257,931 Shares, representing 2.55% of the issued share capital of the Company. The Company has also issued Convertible Bonds entitling bondholders to convert into a total of 7,852,514 Shares, representing 0.94% of the issued share capital of the Company. Save for the above, the Company does not have any other Shares, outstanding warrants, options, derivatives or other securities carrying conversion or subscription rights into Shares.

The following table illustrates the shareholding structure of the Company:

1. as at the date of this announcement;
2. immediately upon Completion assuming no other changes in the issued share capital of the Company other than the issuance of the Subscription Shares;
3. immediately upon Completion assuming no other changes in the issued share capital of the Company other than the full exercise of all the outstanding Share Options;
4. immediately upon Completion assuming no other changes in the issued share capital of the Company other than the full exercise of all the outstanding conversion rights under the Convertible Bonds; and
5. immediately upon Completion assuming all the outstanding Share Options of the Company and conversion rights under the Convertible Bonds had been fully exercised.

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													(iv) Immediately upon
													Completion assuming no
					(ii) Immediately upon	(iii) Immediately upon	other changes in the issued	(v) Immediately upon
					Completion assuming no	Completion assuming no	share capital of the	Completion assuming
					other changes in the issued	other changes in the issued	Company other than the	all the outstanding
					share capital of the	share capital of the	full exercise of all the	Share Options and
					Company other than the	Company other than the	outstanding conversion	conversion rights under
					issuance of the	full exercise of all the	rights under the	the Convertible Bonds
	(i) as at the date of	Subscription Shares	outstanding Share Options	Convertible Bonds	had been fully exercised
Name of Shareholder	this announcement	(Note 5)	(Notes 4 and 5)	(Notes 3 and 5)	(Notes 3, 4 and 5)
	No. of Shares		Approx. %	No. of Shares	Approx. %	No. of Shares	Approx. %	No. of Shares	Approx. %	No. of Shares	Approx. %
The Subscriber	-		-	1,687,008,585	66.92		1,687,008,585	66.35		1,687,008,585	66.71	1,687,008,585	66.15
Strong Eagle (Note 1)	203,802,750	24.43		203,802,750	8.08	203,802,750	8.02	203,802,750	8.06	203,802,750	7.99
Directors
Dr. Li Hong	220,000	0.03		220,000	0.01		220,000	0.01		220,000	0.01	220,000	0.01
Mr. Xiong Shi	185,000	0.02		185,000	0.01		185,000	0.01		185,000	0.01	185,000	0.01
Mr. Zhuo Jianming	570,000	0.07		570,000	0.02		570,000	0.02		570,000	0.02	570,000	0.02
Public Shareholders (Note 2)
Beyond Steady Limited
(Note 7)	67,064,000	8.04	67,064,000	2.66	67,064,000	2.64	67,064,000	2.65	67,064,000	2.63
Other Public Shareholders	562,231,445	67.41		562,231,445	22.30		583,489,376	22.95		570,083,939	22.54	591,341,890	23.19
Sub-total	629,295,445	75.45		629,295,445	24.96(Note 6)	650,553,376	25.59		637,147,959	25.19	658,405,890	25.82
Total	834,073,195	100.00		2,521,081,780	100.00	2,542,339,711	100.00	2,528,934,294	100.00	2,550,192,225	100.00

Notes:

1. Strong Eagle is the beneficial owner of 203,802,750 Shares and is owned by Mr. Liu Hongwei (the chairman of the Company and an executive Director), Mr. Sun Jinli, Mr. Xie Wen (an executive Director), Mr. Xiong Shi (an executive Director) and Mr. Zhuo Jianming (a non-executive Director), as to 53%, 15%, 14%, 9% and 9% respectively.
2. Public Shareholders (include employees of the Group) hold 25,257,931 Share Options (21,257,931 of which were vested as at the date of this announcement).

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