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HANERGY SOLAR GROUP LIMITED
(incorporated in Bermuda with limited liability) (Stock Code: 566)
LETTER OF INTENT FOR ACQUISITION OF SOLAR POWER PLANTS IN PORTUGAL
The board (the "Board") of directors (the "Directors") of Hanergy Solar Group Limited (the
Hanergy Solar Group Limited
Frank Mingfang Dai
"Company", together with its subsidiaries as the "Group") is pleased to announce that on 12 March
2013, Hanergy Global Solar Power Group (Europe) B.V. ("Hanergy Europe"), a subsidiary of the Company, has entered into a non-binding offer letter setting out the intent of the parties (the " LOI") with an independent third party as seller (the "Seller"). Pursuant to the LOI, it is proposed that the Seller may sell and Hanergy Europe shall acquire a company (the "Target Company") which owns two turn-key photovoltaic power plants in Portugal (the "Proposed Transaction"). The two power plants will be with estimated installed power of 2.2MW each, i.e. a total of 4.4MW for the two power plant projects. The Group expects to utilise advanced thin film technologies such as CIGS or amorphous silicon for the two power plant projects.
The parties intend to enter into final negotiations for the purpose of concluding the definitive agreement (the "Agreement(s)") on the purchase by Hanergy Europe from the Seller, directly or indirectly, the Target Company. The Target Company shall be free of any mortgage, charge, pledge, lien, option, restriction, right of pre-emption, claim, right, interest or preference granted to any third party or any other encumbrance or security interest of any kind and shall be insured against any and all liability from any third parties. Each party will negotiate in good faith and exclusively with the other party in respect to the projects owned by the Target Company during the exclusivity period, which shall commence from the date of signature of the LOI and shall expire on the first of (i) signature of the Agreement(s) or (ii) 20 March 2013. The final terms and conditions of the Proposed Transaction will be subject to arm's length negotiations between the relevant parties.
The Proposed Transaction, which if materialises, may constitute a notifiable transaction on the part of the Company under the Rules (the "Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. Further announcement(s) will be made by the Company regarding the Proposed Transaction as and when appropriate in compliance with the Listing Rules.
As disclosed in the interim report of the Company for the six months ended 30 June 2012, the Company endeavours to look into opportunities for expansion into downstream solar industry segment. The entering into of the LOI represents an opportunity for further diversification of the business of the Group into the downstream solar business for photovoltaic power generation and also a step for the Group to enter into of the international photovoltaic power generation projects.
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Shareholders of the Company and/or investors should note that the Proposed Transaction may or may not materialise, as no formally binding Agreement has been executed between the parties and negotiations are still in progress. Accordingly, shareholders of the Company and/or investors are advised to exercise caution when dealing in the Company's securities.
By order of the Board
Chairman and Chief Executive Officer
Hong Kong, 12 March 2013
As at the date of this announcement, the executive Directors are Mr. Frank Mingfang Dai (Chairman and Chief Executive Officer), Dr. Li Yuan-min (Deputy Chairman and Chief Technology Officer), Mr. Hui Ka Wah, Ronnie J.P. (Finance Director and Senior Vice-President), Mr. Chen Li and Mr. Li Guangmin; and the independent non-executive Directors are Ms. Zhao Lan, Mr. Wong Wing Ho and Mr. Wang Tongbo
* the Chinese names have been translated into English in this announcement for reference only
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