China Singyes Solar Technologies : SPECIAL DEAL AND DESPATCH OF WHITEWASH CIRCULAR IN RELATION TO (1) PROPOSED SUBSCRIPTION OF NEW SHARES UNDER SPECIFIC MANDATE; (2) APPLICATION FOR WHITEWASH WAIVER; (3) SPECIAL DEAL; AND (4) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

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 offer to acquire, purchase or subscribe for securities of China Singyes Solar Technologies Holdings Limited.

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)

SPECIAL DEAL

AND

DESPATCH OF WHITEWASH CIRCULAR IN RELATION TO

1. PROPOSED SUBSCRIPTION OF NEW SHARES UNDER SPECIFIC MANDATE;
2. APPLICATION FOR WHITEWASH WAIVER;
3. 1. SPECIAL DEAL;

AND

(4) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

Reference is made to the circular of the Company dated 16 October 2019 (the "Whitewash Circular"), the joint announcement issued by China Singyes Solar Technologies Holdings Limited (the "Company") and China Singyes New Materials Holdings Limited in relation to, among other things, the Subscription, and the Whitewash Waiver; the announcements of the Company dated 27 June 2019, 7 August 2019 and 4 October 2019 in relation to the delay in despatch of the Whitewash Circular, the announcement of the Company dated 9 July 2019 in relation to the appointment of independent financial adviser; the monthly update announcement of the Company dated 29 July 2019 and the update announcements of the Company dated 19 August 2019 and 30 August 2019. Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as ascribed to them in the Whitewash Circular.

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SPECIAL DEAL

The Company intends that the net proceeds from the Subscription will be used for, among others, restructuring of the existing debts of the Group, including payment of consent fees ("Consent Fees") and cash consideration ("Cash Consideration") to the Bondholders out of the proceeds of the Subscription. Recently, the Company found out that Bondholders holding a small proportion of the outstanding principal value of the Offshore Notes also hold Shares. Three Bondholders holding an aggregate principal amount of approximately US$7.69 million (representing approximately 1.79% of the outstanding Offshore Notes by principal value) also hold an aggregate of 279,380 Shares (representing approximately 0.03% of the total issued share capital of the Company). Two of such Bondholders who are also Shareholders of the Company are high net worth individuals and one of them is an investment bank, all of which are independent of and not connected with the Company and the Subscriber, their respective directors, controlling shareholders and ultimate beneficial owners, and parties acting in concert with any of them.

Approximately US$0.89 million, representing about 0.46% of the net proceeds from the Subscription will be used to pay the Cash Consideration and Consent Fees to Bondholders who are also Shareholders. The payment of the Consent Fees and the distribution of the Cash Consideration to Bondholders are not capable of being extended to all Shareholders and will constitute a special deal under Note 5 to Rule 25 of the Takeovers Code so far as those Bondholders who are also Shareholders are concerned ("Special Deal").

The Special Deal and the transactions contemplated thereunder as described above will require the consent of the Executive to proceed. The Executive's consent, if granted, will be conditional upon (i) the independent financial adviser to the Independent Board Committee publicly giving an opinion that the terms of the Special Deal are fair and reasonable; and (ii) the approval of the Independent Shareholders of the Special Deal at a shareholders' meeting by way of poll. The Company is in the process of seeking consent from the Executive relating to the Special Deal under Rule 25 of the Takeovers Code.

An ordinary resolution will be proposed at the SGM to approve the Special Deal by the Independent Shareholders.

In the event that the Special Deal is not approved by the Independent Shareholders or consent to the Special Deal is not granted by the Executive; and accordingly, the Subscription and the Special Deal under such circumstances will not proceed.

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DESPATCH OF THE WHITEWASH CIRCULAR

The Board wishes to announce that the Whitewash Circular containing, among other things, (i) details of the Subscription, the Whitewash Waiver and the Special Deal; (ii) recommendation of the Independent Board Committee to the Independent Shareholders in relation to the Subscription, the Whitewash Waiver and the Special Deal; (iii) letter of advice from Optima Capital to the Independent Board Committee and the Independent Shareholders in relation to the Subscription, the Whitewash Waiver and the Special Deal; (iv) financial information of the Group; (v) a notice convening the SGM; and (vi) other information as required under the Takeovers Code and Listing Rules, has been despatched to the Shareholders on 15 October 2019.

The SGM, will be held at 12:00 p.m. on Thursday, 31 October 2019, at Regus Conference Centre, 35/F Central Plaza, 18 Harbour Road, Wanchai, Hong Kong, details of which are set out in the notice of the SGM despatched to the Shareholders on 15 October 2019.

WARNING

The Subscription, the Whitewash Waiver and the Special Deal is subject to the fulfilment or waiver (as the case may be) of a number of other Conditions, including approval by the Independent Shareholders at the SGM of the Subscription, the Whitewash Waiver, and the Special Deal and the granting of the Whitewash Waiver and consent to the Special Deal by the Executive. As such, the Subscription may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the Shares or other securities of the Company.

By Order of the Board

China Singyes Solar Technologies Holdings Limited

Liu Hongwei

Chairman

Hong Kong, 15 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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