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.

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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  1. As disclosed in the announcement of the Company dated 16 July 2014, subject to certain conditions, the bondholders of the Convertible Bonds have the right to convert their bonds into Shares at the conversion price at any time on and after 18 September 2014 up to settlement of the outstanding amounts of the Convertible Bonds.
    Despite the Company is in default of the Convertible Bonds, as certain of the Convertible Bonds have not been redeemed, bondholders are still entitled to convert into a total of 7,852,514 Shares, representing 0.94% of the issued share capital of the Company before Completion.
  2. The details of the outstanding vested Share Options as at the date of this announcement are as follows:

Exercise price

Balance as at the date of

Date of Grant

Exercisable Period

per Share (HK$)

this announcement

11 October 2011

11 October 2012 to 10 October 2021

2.67

7,231,599

22 May 2015

22 May 2016 to 21 May 2025

11.65

6,026,332

5 April 2017

5 April 2018 to 21 May 2027

3.55

8,000,000

  1. Upon Completion, it is expected that save for Mr. Liu Hongwei and the independent non-executive Directors, all the Directors will resign as Directors of the Company and new Directors will be appointed upon Completion.
  2. Immediately upon Completion (assuming no change in the issued share capital of the Company other than issue of the Subscription Shares), 629,295,445 Shares (representing approximately 24.96% of the issued share capital of the Company) will be held by the other Shareholders. It is expected that upon Completion, Dr. Li Hong, Mr. Xiong Shi and Mr. Zhuo Jianming will resign as Directors. Upon such resignation, Dr. Li Hong, Mr. Xiong Shi and Mr. Zhuo Jianming will become public Shareholders, and the shareholding to be held by the public will be 25.0%. The Company is expected to satisfy the minimum public float requirement set out under Rule 8.08(1)(a) of the Listing Rules.
  3. Beyond Steady Limited is the beneficial owner of 67,064,000 shares of the Company and is interested in 58,785,000 Shares in the capacity of a holder of security interests. Beyond Steady Limited is wholly owned by Linewear Assets Limited, which is wholly owned by Huarong International Financial Holdings Limited. Therefore, Huarong International Financial Holdings Limited is deemed to be interested in 125,849,000 Shares (representing 15.09% of the issued share capital of the Company) under the SFO. Huarong International Financial Holdings Limited is owned by Camellia
    Pacific Investment Holding Limited as to 51% of its issued share capital. Therefore, Camellia Pacific
    Investment Holding Limited is deemed to be interested in 125,849,000 Shares (15.09% of the issued share capital of the Company) under the SFO. Camellia Pacific Investment Holding Limited is wholly owned by China Huarong International Holdings Limited, which is owned by Huarong Real Estate Co., Ltd. ( 華融置業有限責任公司) as to 88.1% of its issued share capital. Therefore, Huarong Real Estate Co., Ltd. ( 華融置業有限責任公司) is deemed to be interested in 125,849,000 Shares (15.09% of the issued share capital of the Company) under the SFO.

- 6 -

8. Certain figures and percentage figures included in the above table have been subject to rounding adjustments.

The Subscription is subject to the fulfilment or waiver (as the case may be) of a number of Conditions set out in the Circular. As such, the Subscription may or may not proceed.

Further announcement(s) will be made by the Company to keep its Shareholders and potential investors informed of any material development in relation to the Subscription as and when appropriate.

Warning: Shareholders and potential investors are advised to exercise caution when dealing in the Shares, and are recommended to consult their professional advisers if they are in any doubt about their position and as to actions that they should take.

By order of the Board of

China Singyes Solar Technologies Holdings Limited

Liu Hongwei

Chairman

Hong Kong, 31 October 2019

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. Zhuo Jianming, and the independent non-executive Directors are Dr. Wang Ching, Mr. Yick Wing Fat, Simon and Dr. Tan Hongwei.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statements in this announcement misleading.

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China Singyes Solar Technologies Holdings Ltd. published this content on 31 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 October 2019 12:16:01 UTC