Xinyi Glass : JOINT ANNOUNCEMENT CONTINUING CONNECTED TRANSACTIONS (1) RENEWAL OF THE AGREEMENTS FOR THE PURCHASE OF GLASS PRODUCTS AND AUTOMATION EQUIPMENT (2) REVISION OF THE ANNUAL CAP FOR TRANSPORTATION SERVICES

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Xinyi Solar Holdings Limited

信義光能控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00968) Xinyi Glass Holdings Limited

信義玻璃控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00868) JOINT ANNOUNCEMENT CONTINUING CONNECTED TRANSACTIONS

1. RENEWAL OF THE AGREEMENTS FOR THE PURCHASE OF GLASS PRODUCTS AND AUTOMATION EQUIPMENT
2. REVISION OF THE ANNUAL CAP FOR TRANSPORTATION SERVICES

The Xinyi Solar Board and the Xinyi Glass Board wish to announce the renewal of certain continuing connected transactions for Xinyi Solar pursuant to the Renewal Agreements.

PURCHASE OF GLASS PRODUCTS

On 20 December 2016, the 2017 Glass Supply Framework Agreement was entered into pursuant to which Xinyi Solar Group has agreed to continue to purchase the Glass Products from Xinyi Glass Group in 2017. The Glass Products will be used by Xinyi Solar Group for its production purpose and the construction of the greenhouse within the solar farms.

PURCHASE OF AUTOMATION EQUIPMENT

On 20 December 2016, the 2017 Equipment Purchase Framework Agreement was entered into pursuant to which Xinyi Solar Group has agreed to continue to purchase the Automation Equipment from Wuhu Jinsanshi in 2017. The Automation Equipment will be used by Xinyi Solar Group as part of the production facilities for the production of solar glass products.

PROVISION OF TRANSPORTATION SERVICES

On 20 December 2016, the 2017 Supplemental Transportation Service Framework Agreement was entered into pursuant to which the maximum amount of estimated cost payable to Xinhe Logistics in 2017 has been adjusted because of the increased demand for the transportation services from Xinyi Solar.

IMPLICATIONS UNDER THE LISTING RULES

As of the date of this announcement, Xinyi Glass is a substantial shareholder of Xinyi Solar. Hence, Xinyi Glass and its subsidiaries are connected persons of Xinyi Solar pursuant to Rule 14A.07(1) of the Listing Rules.

As the applicable percentage ratios (under Chapter 14 of the Listing Rules) represented by each of the 2017 Cap Amount (Glass), 2017 Cap Amount (Equipment) and the 2017 Cap Amount (Transportation) are less than 5.0%, the transactions under each of the Renewal Agreements constitute continuing connected transactions for Xinyi Solar which are exempt from the independent shareholders' approval but subject to the reporting, announcement and annual review requirements under Rule 14A.76(2) of the Listing Rules.

The transactions under the Renewal Agreements do not constitute continuing connected transactions for Xinyi Glass. This announcement is therefore jointly issued by Xinyi Glass on a voluntary basis.

BACKGROUND INFORMATION

The Xinyi Solar Board and the Xinyi Glass Board refer to the Joint Announcements. Unless the context requires otherwise, the capitalised terms used herein shall have the same meanings as defined in the Joint Announcements. In the Joint Announcements, the Xinyi Solar Board and the Xinyi Glass Board announced that there were continuing connected transactions between Xinyi Solar Group and Xinyi Glass Group in respect of (a) the purchase of Glass Products under the Glass Supply Framework Agreement (2016-2H); (b) the purchase of the Automation Equipment under the Equipment Purchase Framework Agreement (2016-2H); and (c) the provision of Transportation Services under the Transportation Service Framework Agreement.

As the governing agreements for the above transactions are about to expire, the purpose of this announcement is to provide the shareholders and prospective investors of Xinyi Solar and Xinyi Glass with updated information on the Renewal Agreements for the purchase of the Glass Products and the Automation Equipment and the revision of the cap amount under the Transportation Service Framework Agreement.

The Xinyi Solar Board and the Xinyi Glass Board confirm that the above transactions have been and will continue to be conducted on an arm's length basis with normal commercial terms and are in the respective interests of Xinyi Solar and Xinyi Glass and their respective shareholders as a whole.

PURCHASE OF GLASS PRODUCTS

On 20 December 2016, the 2017 Glass Supply Framework Agreement was entered into pursuant to which Xinyi Solar Group has agreed to continue to purchase the Glass Products from Xinyi Glass Group in 2017. The Glass Products will be used by Xinyi Solar Group for its production purpose and the construction of the greenhouse within the solar farms.

Principal terms and conditions of the 2017 Glass Supply Framework Agreement (which is the renewal of the Glass Supply Framework Agreement (2016-1H) and the Glass Supply Framework Agreement (2016-2H)) Date: 20 December 2016 Parties: Xinyi Glass Group, as the vendor of the Glass Products

Xinyi Solar Group, as the purchaser of the Glass Products

Term: One year commencing from 1 January 2017 to 31 December 2017 Subject matter of the 2017 Glass Supply Framework Agreement:

1. Float glass products of 10.04 million square metres to be used by Xinyi Solar Group for the production of its back glass products at the maximum purchase amount of RMB105.12 million (equivalent to HK$117.99 million).

2. Construction glass products of approximately 72,000 sq. m. to be used by Xinyi Solar Group for the construction of greenhouse located in its solar farms at the maximum purchase amount of RMB8.64 million (equivalent to HK$9.70 million).

In light of the above, the 2017 Cap Amount (Glass) is determined at RMB113.76 million (equivalent to HK$127.69 million).

Other terms: All other terms and conditions of the purchase of the Glass Products will remain unchanged. Further information on which is set forth in the announcement of the Company dated 29 June 2016. Determination of the 2017 Cap Amount (Glass Products):

The 2017 Cap Amount (Glass Products) is determined taking into consideration the expected purchase volume required and the estimated purchase prices of the float glass and the construction glass during the term of the 2017 Glass Supply Framework Agreement.

Governing law: The law of the PRC PURCHASE OF AUTOMATION EQUIPMENT

On 20 December 2016, the 2017 Equipment Purchase Framework Agreement was entered into pursuant to which Xinyi Solar Group has agreed to continue to purchase the Automation Equipment from Xinyi Glass Group in 2017. The Automation Equipment will be used by Xinyi Solar Group as part of the production facilities for the production of solar glass products.

Principal terms and conditions of the 2017 Equipment Purchase Framework Agreement (which is the renewal of the Equipment Purchase Framework Agreement (2016-1H) and the Equipment Purchase Framework Agreement (2016-2H)) Date: 20 December 2016 Parties: Wuhu Jinsanshi, as the vendor of the Automation Equipment

Xinyi Solar (Hong Kong) acting for members of the Xinyi Solar Group, as the purchaser of the Automation Equipment

Term: One year commencing from 1 January 2017 to 31 December 2017 Subject matter of the 2017 Equipment Purchase Framework Agreement:

Members of the Xinyi Solar Group will purchase the Automation Equipment from Wuhu Jinsanshi. The Automation Equipment must satisfy the requirements and the specifications from time to time approved by the Xinyi Solar Group.