China Singyes Solar Technologs Hldgs : Announcements and Notices - Proposed Offshore Debt Restructuring and Continued Suspension of Trading

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This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No securities may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the company making the offer, its management, as well as financial statements. No public offer of securities is to be made by the Company in the United States.

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)

PROPOSED OFFSHORE DEBT RESTRUCTURING

AND

CONTINUED SUSPENSION OF TRADING

This announcement is made by China Singyes Solar Technologies Holdings Limited (or the "Company" and together with its subsidiaries, the "Group") pursuant to Rule 13.09(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and the inside information provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Reference is made to the announcements of the Company dated 18 October 2018, 10 January 2019, 23 January 2019, 8 February 2019 and 15 February 2019 concerning, amongst other things, the status of the debt securities and of the Company (the "Update Announcements") and the joint announcement dated 5 June 2019 issued by the Company, together with its subsidiary, China Singyes New Materials Holdings Limited in relation to the agreement to acquire 1,687,008,585 newly issued ordinary shares in the Company (the "Subscription Shares") by Water Development (HK) Holding Co., Limited (the "Subscriber") (the "Joint Announcement", together with the

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Update Announcements, the "Announcements"). Capitalised terms and expressions used herein shall have the same meaning as defined in the Announcements and the RSA (as defined below) unless defined herein.

Recent Events

Over the last few months, the Company and various of its creditors, stakeholders and respective advisors, have been in constructive dialogue and have worked expeditiously to agree on a restructuring of its indebtedness and a holistic recapitalization of the Group.

As a result, on 5 June 2019, the Company, together with its subsidiary, China Singyes New Materials Holdings Limited, issued the Joint Announcement in relation to the terms of a subscription agreement with, among others, the Subscriber, pursuant to which the Company has conditionally agreed to allot and issue to the Subscriber and the Subscriber has conditionally agreed to subscribe for, at Completion (as defined in the Joint Announcement) the Subscription Shares, representing approximately, 66.92% of the issued share capital of the Company as enlarged by the allotment and issuance of the Subscription Shares (assuming there is no change in the issued share capital of the Company other than the issue of the Subscription Shares from the date of the Joint Announcement up to Completion), for a total consideration of approximately HK$1,552,047,898 (the "Proposed Equity Transaction").

In parallel, progress has been made with a number of major holders of the 2018 Notes, 2019 Notes and 2019 CBs (collectively, the "Offshore Notes") and the Subscriber on the terms of a financial restructuring of the Company and the Group. These have culminated an in-principle agreement on the terms of the restructuring of the Offshore Notes (the "Proposed Restructuring"). The Proposed Equity Transaction and the Proposed Restructuring when completed will provide the Company and the Group with sustainable capital structure to deliver long-term value for all of its stakeholders.

The Company is therefore pleased to announce the terms of the Proposed Restructuring, together with the restructuring support agreement ("RSA") which the Company intends to enter into with the holders of the Offshore Notes to support the implementation of the Proposed Restructuring.

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The Proposed Restructuring

The terms of the Proposed Restructuring are set out in the section headed "Term Sheet" in Schedule 5 to the RSA (the "Term Sheet"). The RSA has been signed by certain holders of the Offshore Notes, and various other holders have indicated their support for the Proposed Restructuring as set out in the Term Sheet.

The Proposed Restructuring is expected to be implemented through inter-conditional and parallel schemes of arrangement in Bermuda and Hong Kong (the "Schemes"), together with any ancillary recognition proceedings in the relevant jurisdictions for the purposes of obtaining cross border relief where applicable (together, the "Restructuring Proceedings"). A Scheme of Arrangement is a statutory mechanism which allows the relevant court to sanction a "compromise or arrangement" which has been voted upon by the relevant classes of creditors and approved by the required majorities, it is not an insolvency procedure. The Restructuring Proceedings shall occur concurrent to, and are also inter-conditional with the progress and completion of the Proposed Equity Transaction. The Company expects to commence the process of implementing the Proposed Restructuring on terms set forth in the RSA as soon as possible.

The RSA and Next Steps

A copy of the RSA is attached hereto as Appendix 1 and available for download at www.lucid-is.com/singyes.

The Term Sheet is attached as Schedule 5 to the RSA. The RSA forms the basis for the implementation of the Proposed Restructuring.

Under the terms of the RSA, among other things:

1. the Company undertakes to:
2. 1. implement (and procure that the other Obligors implement) the Proposed Restructuring and the Schemes in the manner envisaged by, and on the terms and conditions set out in the RSA and the Term Sheet and use its best endeavours to procure that Scheme Effective Date occurs and the Restructuring is fully implemented on or before the Longstop Date; and
   2. use reasonable endeavours to procure the resumption of trading in its shares on the Stock Exchange by no later than 31 December 2019; and

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1. each Consenting Creditor undertakes to:
2. 1. vote all of the Existing Notes in which it holds a beneficial interest as principal at the Record Time in favour of the Schemes necessary for implementing the Proposed Restructuring;
   2. refrain from taking any Enforcement Action or any action or commence any proceedings which would interfere with the implementation of the Restructuring and the Schemes and provide reasonable support and assistance to the Company to prevent the occurrence of an Insolvency Proceeding in respect of the Company or any of its Subsidiaries; and
   3. not to object to the Schemes or any application to the Court in respect thereof and not take any other actions which would be inconsistent with, or that would, or are intended to, or would likely delay the approval or confirmation of the Proposed Restructuring.

Each Consenting Creditor who accedes to the RSA by the Consent Fee Deadline (being 5:00 p.m. Hong Kong time on 9 August 2019) will, subject to the terms of the RSA, receive a cash Consent Fee in an amount equal to:

1. the aggregate outstanding principal amount of its Eligible Notes; divided by
2. the aggregate outstanding principal amount of the Eligible Notes held by all Eligible Creditors collectively; multiplied by
3. US$8,600,000.

The Consent Fee shall be payable on the Restructuring Effective Date, provided that the Consenting Creditor has, amongst other things, voted in favour of each of the Schemes at the applicable Scheme Meeting.

In order to receive the Consent Fee, each Scheme Creditor must:

1. accede to the RSA as an Additional Consenting Creditor by executing the Initial Restricted Notes Notice (in the form set out in Schedule 4 to the RSA);

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1. validly completed and executed the Accession Deed (in the form set out in Schedule 3 to the RSA); and
2. deliver both the Initial Restricted Notes Notice and Accession Deed to the Company's information agent, Lucid Issuer Services Limited (the "Information Agent").

The Information Agent will compile the executed Initial Restricted Notes Notice and Accession Deed and is available to answer any questions on the process.

The Information Agent can be contacted using the below details:

Lucid Issuer Services Limited

Tankerton Works, 12 Argyle Walk

London, WC1H 8HA

Email: [e-mail]

Telephone: + 44 20 7704 0880

Attention: Victor Parzyjagla

Any requests for information can be directed to the Information Agent using the details above, or to the Company's financial and legal advisors:

Admiralty Harbour Capital Limited

Suite 1702, Prosperity Tower

39 Queen's Road Central Central, Hong Kong

Email: [e-mail]

Kirkland & Ellis

26th Floor, Gloucester Tower The Landmark

15 Queen's Road Central Central, Hong Kong

Email: [e-mail]

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