Xinyi Glass : 【Announcement】Proposed Spin-Off and Listing of Xinyi Automobile Glass Hong Ko...

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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 purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company. This announcement does not constitute and is not an offer to sell or the solicitation of an offer to buy any securities referred to in this announcement in the United States of America or elsewhere.

The Company has not registered and does not intend to register any of these securities under the US Securities Act of 1933, as amended (the "US Securities Act") and such securities may not be offered or sold in the United States of America absent registration under the US Securities Act or an exemption from registration.

This announcement is not for release, publication or distribution, in whole or in part, into or from the United States of America or any other jurisdiction where to do so would constitute a violation of the relevant laws and regulations of such jurisdiction.

XINYI GLASS HOLDINGS LIMITED

信 義 玻 璃 控 股 有 限 公 司

(Incorporated under the laws of the Cayman Islands with limited liability)

(Stock code: 00868) PROPOSED SPIN-OFF AND LISTING OF XINYI AUTOMOBILE GLASS HONG KONG ENTERPRISES LIMITED ON THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED APPROVAL OF THE XINYI GLASS DISTRIBUTION CLOSURE OF REGISTER OF MEMBERS

The Board refers to the Announcements. Unless the context requires otherwise, the capitalised terms used herein shall have the same meaning as defined in the Announcements. The purpose of this announcement is to provide the Shareholders and public investors with the updated information on the Spin-Off and the Listing.

A meeting of the Board was convened on 25 June 2016, at which the Board approved the Xinyi Glass Distribution by way of conditional distribution in specie, in the form of Special Interim Dividend, of all the Xinyi Enterprises Shares in issue to the Xinyi Glass Qualifying Shareholders.

The Xinyi Glass Distribution Record Date will be on Thursday, 30 June 2016, and the register of members of the Company will be closed on that date (during which no transfer of Shares will be effected).

As of 20 June 2016, there were 3,880,897,699 Shares in issue. On this basis, the Xinyi Glass Distribution will comprise of 485,112,212.38 Xinyi Enterprises Shares. If there is any increase in the number of Shares after the date of this announcement and before the Xinyi Glass Distribution Record Date, the number of Shares comprising the Xinyi Glass Distribution will increase accordingly so as to maintain the distribution ratio of one Xinyi Enterprises Share for eight Shares. The Shares may increase on or before the Xinyi Glass Distribution Record Date as a result of exercise of the share options by the employees of the Group under the share option scheme adopted by the Company.

The Directors would like to emphasise that the Spin-Off and the Listing are subject to, among other things, (a) the Stock Exchange approving the Spin-Off; (b) the Hong Kong Public Offering becomes unconditional and is duly completed in accordance with the terms and conditions in the prospectus of Xinyi Automobile Glass Enterprises and the application forms for the Hong Kong Public Offering; and (c) the Listing Department granting the listing of, and permission to deal in, the Xinyi Enterprises Shares in issue, the Hong Kong Offer Shares to be issued pursuant to the Hong Kong Public Offering and the Xinyi Enterprise Shares that may be issued as described in the prospectus of Xinyi Automobile Glass Enterprises on GEM and such listing and permission not subsequently having been revoked prior to the commencement of dealing in the Xinyi Enterprises Shares on GEM.

There is no assurance that the Spin-Off and the Listing will take place or the relevant approvals be granted, or as to when it may take place or be granted. The Company will issue further announcement on the Spin-Off as and when appropriate. The Spin-Off and the Listing are subject to, amongst other things, the approval of the Stock Exchange and the final decision of the Board and the board of Xinyi Automobile Glass Enterprises. Accordingly, Shareholders and public investors should be aware that we cannot assure that the Spin-Off and Listing will take place or the relevant approvals be granted, or as to when they will take place or be granted. Shareholders and potential investors should exercise caution when dealing in or investing in the securities of the Company.

This announcement is issued by the board (the "Board") of directors (the "Directors") of Xinyi Glass Holdings Limited (the "Company"). The Board refers to the announcements (the "Announcements") of the Company dated 16 December 2015, 17 May 2016, 15 June 2016 and 16 June 2016. Unless the context requires otherwise, the capitalised terms used herein shall have the same meaning as defined in the Announcements.

The purpose of this announcement is to provide the Shareholders and public investors with the updated information on the Spin-Off and the Listing.

APPROVAL OF THE DECLARATION OF THE SPECIAL INTERIM DIVIDEND

A meeting of the Board was convened on 25 June 2016, at which the Board approved the Xinyi Glass Distribution by way of conditional distribution in specie, in the form of Special Interim Dividend, of all the Xinyi Enterprises Shares in issue to the Xinyi Glass Qualifying Shareholders. The Xinyi Glass Distribution is not required to be approved by the Shareholders of the Company under article 155 of the articles of association of the Company.

Number of Shares and entitlement of the Xinyi Glass Qualifying Shareholders

Each Xinyi Glass Qualifying Shareholder will be entitled to one Xinyi Enterprises Share for eight Shares held by it/he/she as of the close of business on the Xinyi Glass Distribution Record Date. The Special Interim Dividend is conditional upon the Spin-Off becoming unconditional. On the basis of 3,880,897,699 Shares in issue as of 20 June 2016, a total of 485,112,212.38 Xinyi Enterprises Shares, representing all the Xinyi Enterprises Shares in issue, will be distributed to the Xinyi Glass Qualifying Shareholders on a pro rata basis.

If there is any increase in the number of Shares after the date of this announcement and before the Xinyi Glass Distribution Record Date, the number of Shares comprising the Xinyi Glass Distribution will increase accordingly so as to maintain the distribution ratio of one Xinyi Enterprises Share for eight Shares. The number of Shares may increase on or before the Xinyi Glass Distribution Record Date as a result

of exercise of the share options by the employees of the Group under the share option scheme adopted by the Company. The Company will issue a further announcement on the exact number of Shares in issue as of the Xinyi Glass Distribution Record Date, the number of Xinyi Enterprises Shares subject to the Xinyi Glass Distribution and further arrangements for distribution to the Xinyi Glass Qualifying Shareholders and Xinyi Glass Overseas Shareholders.

Xinyi Glass Overseas Shareholders

The Xinyi Glass Overseas Shareholders residing in jurisdictions other than Hong Kong should inform themselves about and observe all legal and regulatory requirements applicable to them. It is the responsibility of the Xinyi Glass Overseas Shareholders to satisfy themselves as to the full observance of the laws of the relevant jurisdictions applicable to them in connection with the Xinyi Glass Distribution, including obtaining of any governmental, exchange control or other consents which may be required, or compliance with any other necessary formalities and payment of any issue, transfer or other taxes due in such jurisdiction.

The Xinyi Glass Overseas Shareholders should consult their professional advisers if they are in any doubt as to the potential applicability of, or consequences under, any provision of law or regulation or judicial or regulatory decisions or interpretations in any jurisdiction, territory or locality therein or thereof and, in particular, whether there will be any restriction or prohibition on the receipt, acquisition, retention, disposal or otherwise with respect to the Xinyi Enterprises Shares.

The Special Interim Dividend will not be available to the Xinyi Glass Overseas Shareholders with addresses outside Hong Kong unless the Board is satisfied, with the support of legal opinions, that the distribution of the Xinyi Enterprises Shares to the Xinyi Glass Overseas Shareholders will not contravene the applicable securities legislation of the relevant overseas jurisdictions or the requirements of the relevant regulatory body or stock exchange in that jurisdiction. If no Xinyi Enterprises Shares are allotted to the Xinyi Glass Overseas Shareholders, they will receive cash amount (after deducting expenses) equals to the net proceeds from the sales by the Company of the Xinyi Enterprises Shares so long as the amount of such proceeds are equal to or more than HK$100. As of the date of this announcement, there is one Xinyi Glass Overseas Shareholder whose registered address is located in the Republic of the Philippines. The Board has been advised that the Xinyi Enterprise Shares can be distributed to the Xinyi Glass Overseas Shareholder in this jurisdiction. The Board will make further enquiry on the Xinyi Glass Distribution Record Date.