XINYI SOLAR HOLDINGS LIMITED

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1 Hong Kong Exchange 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. XINYI SOLAR HOLDINGS LIMITED (Incorporated under the laws of the Cayman Islands with limited liability) (Stock code: 00968) RESULTS OF THE RIGHTS ISSUE ON THE BASIS OF 1 RIGHTS SHARE FOR EVERY 10 SHARES HELD ON THE RECORD DATE Reference is made to the prospectus of Xinyi Solar Holdings Limited (the Company ) dated 16 May 2017 (the Prospectus ) in relation to the Rights Issue. Unless otherwise defined, all capitalised terms used herein shall have the same meanings as those defined in the Prospectus. RESULTS OF THE RIGHTS ISSUE As at 4:00 p.m. on Wednesday, 31 May 2017, being the Latest Time for Acceptance, the Company received a total of 143 valid acceptances and applications for a total of 1,445,002,018 Rights Shares, representing approximately 214.1% of the total number of 674,880,000 Rights Shares available for subscription under the Rights Issue, comprising: (a) 89 valid acceptances of provisional allotments under the PALs in respect of a total of 626,344,864 Rights Shares; and (b) 54 valid applications for excess Rights Shares under the EAFs in respect of a total of 818,657,154 Rights Shares. The Rights Issue has become unconditional at 4:00 p.m. on Tuesday, 6 June A total of 412,637,036 Rights Shares were taken up by the Underwriters and Xinyi Glass pursuant to the Irrevocable Undertakings. 1

2 UNDERWRITING AGREEMENT The Rights Issue was oversubscribed by 770,122,018 Rights Shares, the obligations of the Underwriter under the Underwriting Agreement in respect of the Underwritten Shares have been fully discharged. ALLOCATION OF THE EXCESS RIGHTS SHARES Based on the number of valid acceptances as described above, 48,535,136 Rights Shares were available for subscription under the EAFs and 818,657,154 excess Rights Shares were applied for under the EAFs. Given that the number of excess Rights Shares was insufficient to satisfy all valid applications, the Board has resolved to allot 48,535,136 Rights Shares on a fair and equitable basis to those Qualifying Shareholders who applied for excess Rights Shares on a pro-rata basis by reference to the number of excess Rights Shares applied for by them. The basis of allotment is approximately 5.93% of the excess Rights Shares applied for (rounded to the nearest whole number). No reference was made to the Rights Shares comprised in applications by PALs or the existing number of Shares held by the Qualifying Shareholders. No preference was given to applications for topping up odd-lot holdings to whole-lot holdings. 2

3 SHAREHOLDING STRUCTURE OF THE COMPANY To the best of the Directors knowledge and information, the changes in the shareholding structure of the Company immediately before and after completion are as follows: Immediately before completion No of Shares Immediately after completion Approximate % No of Shares Approximate % Concert Group Underwriters (1) 2,133,623, ,346,985, Xinyi Glass (2) 1,992,747, ,192,022, Full Guang (3) 73,190, ,190, Subtotal 4,199,560, ,612,197, Director CHEN Xi (4) 200, , Public Shareholders 2,549,039, ,811,260, TOTAL 6,748,800, ,423,680, Notes: (1) Pursuant to an agreement entered into among Datuk LEE Yin Yee, B.B.S., TUNG Ching Bor, Datuk TUNG Ching Sai, Mr. LEE Sing Din, Mr. LI Ching Wai, Mr. NG Ngan Ho, Mr. LI Man Yin, Mr. SZE Nang Sze and Mr. LI Ching Leung dated 31 May 2013, the parties agreed to grant a right of first offer to the other parties to the agreement if they want to sell their Shares. (2) Immediately after completion of the Rights Issue, Xinyi Glass aggregate interests of 2,192,022,031 Shares comprise (i) 235,441,800 Shares directly held by it; and (ii) 1,956,580,231 Shares indirectly through Xinyi Group (Glass) Company Limited ( Xinyi Group ). Xinyi Group is wholly-owned by Xinyi Automobile Glass (BVI) Company Limited, which is in turn wholly-owned by Xinyi Glass. (3) Immediately after completion of the Rights Issue, 73,190,000 Shares are held through Full Guang, a company jointly owned by the Underwriters. Full Guang did not take up any of the Right Shares it is entitled to under the Rights Issue. They were taken up by the Qualifying Shareholders as excess Rights Shares. (4) Ms. MAO Ke, the spouse of Mr. CHEN Xi, an executive Director, has applied through her securities broker for 30,000 excess Rights Shares. It is currently expected that she will be allotted with 1,779 excess Rights Shares based on the pro-rata basis of allotment. 3

4 DESPATCH OF SHARE CERTIFICATES FOR THE RIGHTS SHARES AND REFUND CHEQUES Share certificates in respect of valid acceptances of the Rights Shares on PALs and excess Rights Shares on EAFs are expected to be posted to those entitled thereto by ordinary post at their own risks on Thursday, 8 June Refund cheques in respect of the unsuccessful applications for the excess Rights Shares are also expected to be posted to those entitled thereto by ordinary post at their own risks on Thursday, 8 June COMMENCEMENT OF DEALINGS IN THE RIGHTS SHARES Dealings in the Rights Shares, in their fully-paid form, are expected to commence on the Stock Exchange at 9:00 a.m., Friday, 9 June RELATED ADJUSTMENTS TO THE SHARE OPTIONS As disclosed in the Prospectus, the Rights Issue, if it becomes unconditional, may lead to adjustments to be made to the exercise price of and the number of the Shares to be allotted and issued upon full exercise of the 21,512,167 share options granted by the Company (the Share Options ). In accordance with the terms of the share option scheme of the Company and the supplementary guidance issued by the Stock Exchange on 5 September 2005 regarding adjustment of share options under Rule 17.03(13) of the Listing Rules (the Supplementary Guidance ), the exercise price of the Share Options and the number of Shares to be allotted and issued upon full exercise of the subscription rights attaching to the outstanding Share Options will be adjusted (the Adjustments ) in the following manner with effect from the completion of the Rights Issue. Date of grant Before Adjustments Number of outstanding Exercise price Share per Share Options HK$ After Adjustments Number of outstanding Exercise price Share per Share Options HK$ 24 July ,629, ,654, May ,626, ,657, March ,875, ,915, March ,381, ,431,865 4

5 The Company s auditor, PricewaterhouseCoopers, has reviewed and confirmed in writing that the Adjustments are in accordance with the terms of the Share Option Scheme, Rule 17.03(13) of the Listing Rules and the Supplementary Guidance. Separate notification regarding the Adjustments will be sent to the holders of the Share Options. Save for the Share Options, the Company has no other outstanding options, convertible securities or warrants which confer rights to subscribe for Shares as at the date of this announcement. On behalf of the Board XINYI SOLAR HOLDINGS LIMITED LEE Yau Ching Executive Director and Chief Executive Officer Hong Kong, 7 June 2017 As of the date of this announcement, the Board comprises four executive Directors, namely Datuk TUNG Ching Sai, Mr. LEE Yau Ching, Mr. LI Man Yin, and Mr. CHEN Xi, two non-executive Directors, namely Datuk LEE Yin Yee, B.B.S. (Chairman of the Board) and Mr. LEE Shing Put, and three independent non-executive Directors, namely Mr. CHENG Kwok Kin, Paul, Mr. LO Wan Sing, Vincent and Mr. KAN E-ting, Martin. This announcement will be published on the website of the Stock Exchange at and on the website of the Company at 5

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