THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Shunfeng Photovoltaic International Limited, you should at once hand this circular together with the enclosed form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. (Incorporated in the Cayman Islands with limited liability) (Stock Code: 01165) (1) CONNECTED TRANSACTION ISSUE OF CONVERTIBLE BOND (2) RE-ELECTION OF DIRECTORS AND (3) NOTICE OF EXTRAORDINARY GENERAL MEETING Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders Capitalised terms used on this cover page shall have the same meanings as those defined in the section headed Definitions in this circular. A notice convening an extraordinary general meeting of the Company to be held at the conference room of 99 Yanghu Road, Wujin Hi-Tech Industrial Development Zone, Changzhou City, Jiangsu, the People s Republic of China on 8 August 2013 at 11:00 a.m. is set out on pages 43 to 44 of this circular. Whether or not you are able to attend the extraordinary general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the extraordinary general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the extraordinary general meeting should you so wish. A letter from the Board is set out on pages 4 to 14 and the letter from the Independent Board Committee is set out on page 15 of this circular. A letter of advice from Fortune Financial Capital Limited containing its advice to the Independent Board Committee and the Independent Shareholders on the Subscription Agreement is set out on pages 16 to 35 of this circular. 24 July 2013

2 CONTENTS Page Definitions... 1 Letter from the Board... 4 Letter from the Independent Board Committee Letter from the Fortune Financial Capital Appendix I Details of Directors Proposed to be Re-elected at the EGM Appendix II General Information Notice of EGM i

3 DEFINITIONS In this circular, unless the context otherwise requires, the following expressions shall have the meanings ascribed to them below: acting in concert Articles associate(s) Board Business Day(s) has the meaning ascribed thereto in the Takeovers Code the Articles of Association of the Company has the meaning ascribed thereto in the Listing Rules the board of Directors a day (excluding Saturday, Sunday and public holiday) on which licensed banks in Hong Kong are open for business Company Shunfeng Photovoltaic International Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the main board of the Stock Exchange Completion connected person(s) Conversion Price Conversion Share(s) completion of the Subscription Agreement has the meaning ascribed thereto in the Listing Rules the initial conversion price of HK$0.922 (subject to adjustment) per Conversion Share upon conversion of the Convertible Bond the Share(s) which may fall to be allotted and issued upon exercise of the conversion rights attaching to the Convertible Bond Convertible Bond the 8% coupon convertible bond in principal amount of HK$930,500,000 to be issued by the Company to the Subscriber pursuant to the Subscription Agreement Director(s) EGM Group director(s) of the Company the extraordinary general meeting of Company to be convened to consider and, if thought fit, approve (i) the Subscription Agreement and the transactions contemplated thereunder, the issue of the Convertible Bond and the Conversion Shares; and (ii) re-election of the Directors the Company and its subsidiaries Hong Kong Hong Kong Special Administrative Region of the People s Republic of China 1

4 DEFINITIONS Independent Board Committee the board committee comprising all the independent nonexecutive Directors to advise the Independent Shareholders as to fairness and reasonableness of the Subscription Agreement and the transactions contemplated thereunder, including but not limited to the issue of the Convertible Bond Independent Financial Adviser or Fortune Financial Capital Independent Shareholders Last Trading Day Latest Practicable Date Listing Committee Listing Rules Fortune Financial Capital Limited, a corporation licensed to carry out Type 6 (advising on corporate finance) regulated activities under the SFO, which has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Subscription Agreement and the transactions contemplated thereunder Shareholders other than the Subscriber and its associates 28 June 2013, being the last trading day immediately before the entering into of the Subscription Agreement 19 July 2013, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular the listing committee of the Stock Exchange for considering applications for listing and the granting of listing the Rules Governing the Listing of Securities on the Stock Exchange Maturity Date the tenth (10th) anniversary of the date of issue of the Convertible Bond Mr. Cheng SFO Share(s) Shareholder(s) Stock Exchange Subscriber or Peace Link Mr. Cheng Kin Ming, the sole beneficial owner of the Subscriber the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) ordinary share(s) of HK$0.01 each in the share capital of the Company holder(s)oftheshare(s) The Stock Exchange of Hong Kong Limited Peace Link Services Limited, a company incorporated in the British Virgin Islands whose issued share capital is wholly and beneficially owned by Mr. Cheng 2

5 DEFINITIONS Subscription the subscription of the Convertible Bond by the Subscriber pursuant to the terms of the Subscription Agreement Subscription Agreement substantial shareholder(s) Takeovers Code HK$ the subscription agreement dated 28 June 2013 and entered into between the Company and the Subscriber in relation to the Subscription and issue of the Convertible Bond has the meaning ascribed thereto in the Listing Rules The Hong Kong Code on Takeovers and Mergers Hong Kong dollars, the lawful currency of Hong Kong % per cent 3

6 LETTER FROM THE BOARD (Incorporated in the Cayman Islands with limited liability) (Stock Code: 01165) Executive Directors: Mr. Zhang Yi (Chairman) Mr. Shi Jianmin (Vice Chairman) Mr. Lu Bin Mr. Wang Yu Non-executive Directors: Mr. Chen Shi Mr. Yue Yang Independent Non-executive Directors: Mr. Tao Wenquan Mr. Zhao Yuwen Mr. Siu Wai Keung Francis To the Shareholders Registered Office: Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY Cayman Islands Principal place of business in Hong Kong: Portion B, 30/F Bank of China Tower 1GardenRoad,Central Hong Kong 24 July 2013 Dear Sir or Madam, (1) CONNECTED TRANSACTION ISSUE OF CONVERTIBLE BOND AND (2) RE-ELECTION OF DIRECTORS INTRODUCTION Reference is made to (i) the announcement of the Company dated 28 June 2013 of which the Board announced that on 28 June 2013 (after trading hours), the Company and the Subscriber entered into the Subscription Agreement in respect of the issue of the Convertible Bond in the principal amount of HK$930,500,000; and (ii) the announcement of the Company dated 11 July 2013 in relation to the appointment of Mr. Zhang Yi as an executive Director which took effect on 12 July 2013 and the appointment of Mr. Siu Wai Keung Francis as an independent non-executive Director which took effect on 12 July The purpose of this circular is to provide you with, among other things, (i) further information regarding the Subscription Agreement and the proposed issue of Convertible Bond; (ii) further information regarding the re-election of the Directors; (iii) the letter of recommendation from the Independent Board Committee on the terms of the Subscription Agreement and the proposed issue of 4

7 LETTER FROM THE BOARD Convertible Bond; (iv) the letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and Independent Shareholders regarding the terms of the Subscription Agreement and the proposed issue of Convertible Bond; and (v) the notice of EGM. SUBSCRIPTION AGREEMENT 1. Parties and Date Date: Issuer: Subscriber: 28 June 2013 (after trading hours) the Company Peace Link The Subscriber is a company incorporated in the British Virgin Islands whose issued share capital is wholly and beneficially owned by Mr. Cheng. As at the Latest Practicable Date, the Subscriber holds an aggregate of 462,501,000 Shares, representing approximately 29.65% of the total issued share capital of the Company, and is a substantial shareholder of the Company. Accordingly, the Subscriber is a connected person under the Listing Rules. As at the Latest Practicable Date, the Subscriber also holds the convertible bonds in the principal amount of HK$449,400,000 issued by the Company on 28 February Save as disclosed above, to the best of the Directors knowledge, information and belief having made all reasonable enquiries, the Subscriber and its associates do not hold any other securities in the Company. 2. Principal terms of the Convertible Bond The principal terms of the Convertible Bond were arrived at after arm s length negotiations between the Company and the Subscriber and are summarized as follows: Principal amount: Interest rate: Maturity date and redemption: HK$930,500,000 8% per annum payable annually in arrear Unless previously redeemed, repurchased and cancelled or converted, any outstanding Convertible Bond shall be redeemed on the Maturity Date. Ranking: The Convertible Bond constitutes direct, unconditional, unsubordinated and unsecured obligations of the Company and at all times ranks pari passu among any part thereof and equally with all other present and future unsecured and unsubordinated obligations of the Company. 5

8 LETTER FROM THE BOARD Conversion: The conversion rights under the Convertible Bond shall only be exercisable so long as: (1) the exercise of the conversion rights under the Convertible Bond will not result in the relevant holder of the Convertible Bond, its associates and parties acting in concert with it will, in aggregate, control or be interested in 30% or more of the voting rights of the Company unless: (i) a whitewash waiver is obtained in accordance with the requirement of the Takeovers Code; or (ii) a general offer is made in accordance with the requirement of the Takeovers Code; and (2) not less than 25% of the then issued share capital of the Company as enlarged by the issue of the Conversion Shares beingheldinpublichands. Conversion period: Conversion Price: The holder(s) of the Convertible Bond shall have the right to convert the whole or part of the principal amount of the Convertible Bond into Conversion Shares on any Business Day during the period commencing from the date of issue of the Convertible Bond up to and including the date falling one (1) day prior to the Maturity Date at the then prevailing Conversion Price. The Conversion Price is initially HK$0.922 per Share, subject to customary adjustment for subdivision or consolidation of Shares, capitalisation of profits or reserves, capital distributions and rights issue. Adjustment(s) to the Conversion Price will be reviewed either by the auditor of the Company for the time being or a merchant bank. Voting: Early Redemption: The holder(s) of the Convertible Bond will not be entitled to attend orvoteatanymeetingofthecompanybyreasononlyofitbeing the holder of the Convertible Bond. The holder(s) of the Convertible Bond shall have the right to require the Company to redeem the outstanding Convertible Bond at an amount equals to the principal amount of the Convertible Bond prior to the Maturity Date in the following manner: (i) up to 20% of the aggregate amount of the Convertible Bond, i.e. HK$186,100,000, during the period from the first anniversary of the date of issue of the Convertible Bond to the fifth anniversary of the date of issue of the Convertible Bond; and 6

9 LETTER FROM THE BOARD (ii) up to 100% of the aggregate amount of the Convertible Bond during the period from the date after the fifth anniversary of the date of issue of the Convertible Bond to the Maturity Date. The Company shall have the right to redeem the outstanding Convertible Bond at an amount equals to the principal amount of the Convertible Bond prior to the Maturity Date in the following manner: (i) (ii) up to 20% of the aggregate amount of the Convertible Bond, i.e. HK$186,100,000, during the period from the first anniversary of the date of issue of the Convertible Bond to the fifth anniversary of the date of issue of the Convertible Bond; and up to 100% of the aggregate amount of the Convertible Bond during the period from the date after the fifth anniversary of the date of issue of the Convertible Bond to the Maturity Date. If the holder of Convertible Bond is more than one at the time of early redemption, the Company will only redeem the Convertible Bond from each holder thereof in proportion to the remaining principal amount of the Convertible Bond held by such holder when the early redemption takes place. If the Convertible Bond is held by more than one holder, the holder of the Convertible Bond and its assignee shall only have the right to require the Company to redeem the portion of the Convertible Bond held by it, which is up to 20% of the original principal amount of such portion of the Convertible Bond during the aforesaid prescribed period. If the Company has redeemed the Convertible Bond up to a principal amount of HK$186,100,000 on or prior to the fifth anniversary of the date of issue of the Convertible Bond, the Company shall have no further obligation to redeem any Convertible Bond during the aforesaid periods. Transfer: Events of Default: With the prior consent of the Company, the Convertible Bond is freely transferable at any time from the date on which the Subscriber is registered as the holder of the Convertible Bond provided that no transfer or assignment of the Convertible Bond shall be made to any other connected person of the Company and its associates. If, among others, any of the following events occurs, the holder(s) of the Convertible Bond may give notice to the Company that the Convertible Bond is due and payable at its principal amount: (i) the Company fails to pay the principal when due unless nonpayment of such amount is due solely to administrative or technical error and payment is made within five (5) Business Days of the due date for the payment thereof; or 7

10 LETTER FROM THE BOARD (ii) the Company defaults in performance or observance or compliance with any of its other obligations set out in the Convertible Bond which default will constitute a material adverse effect on the Group s business, operations, assets, financial condition; or (iii) (iv) (v) (vi) an encumbrancer takes possession or a receiver, manager or other similar officer is appointed of the whole or any part of the undertaking, property, assets or revenues of the Company or its major subsidiaries and which will constitute a material adverse effect on the Group s business, operations, assets, financial condition; or the Company or its major subsidiaries becomes insolvent or is unable to pay its debts as they mature or applies for or consents to or suffers the appointment of any administrator, liquidator or receiver of the Company or its subsidiaries or the whole or any part of the undertaking, property, assets or revenues of the Company or its subsidiaries or takes any proceeding under any law for a readjustment or deferment of its obligations or any part of them or makes or enters into a general assignment or compromise with or for the benefit of its creditors and which will constitute a material adverse effect on the Group s business, operations, assets, financial condition; or an order is made or an effective resolution passed for windingup of the Company or any of its major subsidiaries except in the case of winding-up of subsidiaries in the course of internal reorganisation; or suspension of trading of the Shares on the Stock Exchange or a recognised stock exchange for a continuous period of fourteen trading days and which will constitute a material adverse effect on the Group s business, operations, assets, financial condition; or (vii) the Company or any of its major subsidiaries fails to comply with or pay any sum due from it under any final judgment or any final order made or given by any court of competent jurisdiction in aggregate exceed HK$5,000,000 and which will constitute a material adverse effect on the Group s business, operations, assets, financial condition. 8

11 LETTER FROM THE BOARD Based on the Conversion Price of HK$0.922 per Conversion Share, a maximum number of 1,009,220,000 Conversion Shares will be allotted and issued upon exercise of the conversion rights attached to the Convertible Bond in full, which represent: (i) approximately 64.69% of the issued share capital of the Company as at the Latest Practicable Date; and (ii) approximately 39.28% of the issued share capital of the Company as enlarged by the allotment and issue of the Conversion Shares to be allotted and issued upon the exercise of the conversion rights attaching to the Convertible Bond in full (assuming that there will be no change to the share capital of the Company from the Latest Practicable Date up to and including the date of issue of such Conversion Shares in full). The Conversion Shares will rank pari passu in all respects with the Shares in issue as at the date of allotment and issue of the Conversion Shares. No application will be made for listing of, or permission to deal in, the Convertible Bond on the Stock Exchange or any other stock exchange. Application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares. The Company will seek a specific mandate from the Independent Shareholders for the allotment and issue of the Conversion Shares. The Conversion Price of HK$0.922 per Conversion Share was arrived at after arm s length negotiation between the Company and the Subscriber with reference to the trading prices of the Company during the last sixty trading days up to and including the Last Trading Day. The Conversion Price represents: (i) (ii) (iii) (iv) (v) a discount of approximately 48.78% to the closing price of HK$1.800 per Share as quoted on the Stock Exchange on the Latest Practicable Date; a discount of approximately 20.52% to the closing price of HK$1.160 per Share as quoted on the Stock Exchange on 28 June 2013, being the Last Trading Day; a discount of approximately 19.26% to the average of the closing prices per Share of HK$1.142 for the last five trading days up to and including the Last Trading Day; a discount of approximately 15.10% to the average of the closing prices per Share of HK$1.086 for the last ten trading days up to and including the Last Trading Day; and a discount of approximately 9.96% to the average of the closing prices per Share of HK$1.024 for the last sixty trading days up to and including the Last Trading Day. 3. Conditions precedent Completion is conditional upon the fulfillment of the following conditions precedent: (i) (ii) the Listing Committee granting listing of and permission to deal in the Conversion Shares; the passing of the necessary resolution(s) by the Independent Shareholders at the EGM to approve the Subscription Agreement, the issue of the Convertible Bond and the allotment and issue of the Conversion Shares in accordance with the requirements of the Listing Rules and applicable laws and regulations; and 9

12 LETTER FROM THE BOARD (iii) all necessary consents and approvals required to be obtained on the part of the Company and the Subscriber in respect of the Subscription Agreement and the transactions contemplated thereunder having been obtained, and such consents and approvals shall be valid up to the date of Completion. If any of the above conditions are not fulfilled on or before 31 December 2013 or such other date as the Company and the Subscriber may agree, the Subscription Agreement will cease and determine and no party shall have any claim against the other party in respect of any matter or thing arising out of or in connection with the Subscription Agreement, save in respect of any antecedent breach of any obligation thereof. 4. Completion Completion shall take place on the seventh Business Day following the date on which the above conditions are fulfilled (or such other date as the parties to the Subscription Agreement may agree). REASON FOR THE ISSUE OF CONVERTIBLE BOND AND USE OF PROCEEDS The Company is an investment holding company. The subsidiaries of the Company are principally engaged in the manufacturing and sales of solar cells, solar modules and related products. The issue of the Convertible Bond is primarily for fund raising purposes. The Directors consider that the issue of the Convertible Bond will provide (i) the Company with immediate funding without immediate dilution of the shareholding of the existing Shareholders; and (ii) an opportunity for the Company, if the conversion rights attached to the Convertible Bond are exercised, to enlarge and strengthen its capital base. It was noted that upon Completion and assuming full conversion of the Convertible Bond by the Subscriber, the shareholding interest of the Shareholders (other than the Subscriber) would be diluted. Having considered that (i) the relative long maturity date of the Convertible Bond; (ii) the conversion restrictions under the Convertible Bond; and (iii) the early redemption option of the Company under the terms of the Convertible Bond which will entitle the Company to redeem the Convertible Bond prior to its maturity date, the Directors consider that the benefits of the Convertible Bond could outweigh the possible dilution impact to the Shareholders and the issue of the Convertible Bond is an appropriate means of funding raising of the Company. The Company has also considered alternative fund raising methods including both debt and equity financing. However, due to the loss making financial position of the Group and the uncertainties in global financial market, the costs incurred (mainly interest in the case of debt financing and underwriting fees in the case of equity financing) will be higher than those for the issue of the Convertible Bond. Furthermore, as compared to the issue of the Convertible Bond, the equity financing (such as open offer or rights issue of new Shares) would cause immediate dilution to the existing shareholding of the Company. Hence, the Directors are of the view that the issue of the Convertible Bond is more favourable to the Company and its Shareholders when compared to other fund raising methods. Having considered (i) other alternative fund raising methods and the costs that will be incurred; (ii) that the discount percentage of the Conversion Price is within the market range; (iii) that the dilution effect on the interest of the Shareholders in the Company is acceptable and (iv) the interest rate of the Convertible Bond is at the high end of the market range given the current loss making financial position 10

13 LETTER FROM THE BOARD of the Group and the provision of immediate funds to the Company by the issue of the Convertible Bond, the Directors (including the independent non-executive Directors) consider that the terms of the Subscription Agreement and the Convertible Bond, which were arrived at after arm s length negotiations between the Company and the Subscriber, are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. The net proceeds from the issue of the Convertible Bond of approximately HK$929.5 million will be used for development and construction of solar power stations. Since the year 2013, the Group has identified several investment opportunities in relation to development and construction of solar power stations which will become new business of the Group. For details of these investment opportunities, please refer to the announcements of the Company dated 18 April 2013, 26 April 2013, 22 May 2013, 4 July 2013, 5 July 2013 and 12 July 2013, respectively. Given the current liabilities of the Company are still under the credit terms and repayment of the liabilities is on schedule, the Directors considered that it will be more appropriate to allocate the additional funds from the issue of the Convertible Bond to the new business of the Company which will be beneficial to improve the Company s operating performance and increase the Company s profitability in the long run. SHAREHOLDING STRUCTURE The shareholding structure of the Company as at the Latest Practicable Date and immediately after the full conversion of the Convertible Bond is as follows (assuming there being no other change in the share capital of the Company): Shareholders At the Latest Practicable Date Approximate No. of Shares percentage Immediately after the issue andallotmentofthe Conversion Shares upon full conversion of the current tranche of Convertible Bond (Note 4) Approximate No. of Shares percentage Immediately after the issue and allotment of the conversion shares upon full conversion of the convertible bond issued by the Company on 28 February 2013 and the current tranche of Convertible Bond (Note 4) No. of Shares Approximate percentage Peace Link or the Subscriber (Note 1) 462,501, ,471,721, ,571,721, Endless Rocket International Limited (Note 2) 274,248, ,248, ,248, Coherent Gallery International Limited (Note 3) 226,161, ,161, ,161, Other public Shareholders 597,090, ,090, ,090, Total 1,560,000, ,569,220, ,669,220, Notes: 1. Peace Link is wholly owned by Faithsmart Limited which is in turn wholly owned by Mr. Cheng. 11

14 LETTER FROM THE BOARD 2. Endless Rocket International Limited is wholly owned by Triocean Investments Limited which is owned as to 52% by Mr. Zhang Ying and as to 48% by Mr. Lam Chit Wing. 3. Coherent Gallery International Limited is wholly owned by Mr. Tang Guoqiang, a former non-executive Director. 4. The shareholding structure set out in this column is shown for illustration purpose only. As mentioned in the paragraph headed Principal terms of the Convertible Bond above, the conversion rights under the Convertible Bond shall only be exercisable so long as not less than 25% of the then issued share capital of the Company as enlarged by the issue of the Conversion Shares being held in public hands. FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS Save as disclosed below, the Company has not conducted any other fund raising activities in the past twelve months before the Latest Practicable Date. Date of announcement Event Net proceeds Intended use of proceeds Actual use of proceeds 31 December 2012 Issue of convertible bonds to the Subscriber in the principal amount of HK$449,400,000 Approximately HK$448 million (i) approximately HK$173 million will be utilized for part repayment of bank loan and accrued interest; (ii) approximately HK$165 million will be utilized for payment of the overdue construction and equipment payables of the Group; and (iii) the remaining amount will be utilized for the general working capital of the Group (i) approximately HK$173 million was utilized for part repayment of bank loan and accrued interest; (ii) approximately HK$165 million was utilized for payment of the overdue construction and equipment payables of the Group; and (iii) the remaining amount was utilized for the general working capital of the Group LISTING RULES IMPLICATIONS As at the Latest Practicable Date, the Subscriber held an aggregate of 462,501,000 Shares, representing approximately 29.65% of the entire issued share capital of the Company. Accordingly, the Subscriber is a connected person under the Listing Rules. As the Subscriber is a connected person of the Company, the issue of the Convertible Bond constitutes a non-exempted connected transaction on the part of the Company under the Listing Rules and is subject to reporting, announcement and independent shareholders approval requirements under Chapter 14A of the Listing Rules. No Director has material interest in the Subscription and no Director wasrequiredtoabstainfromvotingontheboard resolution for approving the Subscription. RE-ELECTION OF DIRECTORS Pursuant to Article 83(3) of the Articles, any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of the Company after his appointment and be subject to re-election at such meeting. Accordingly, Mr. Zhang Yi and Mr. Siu Wai Keung Francis who were appointed as a Director on 12 July 2013 pursuant to Article 83(3) of the Articles will retire at the EGM. Both of them, being eligible, offer themselves for re-election. 12

15 LETTER FROM THE BOARD Brief biographical details of the Directors proposed to be for re-election at the EGM are set out in Appendix I to this circular. EGM The EGM will be convened at which resolutions will be proposed to seek approval of (i) the Subscription Agreement and the transaction contemplated thereunder including but not limited to the issue of the Convertible Bond and the Conversion Shares to be allotted and issued upon the exercise of the conversion rights attaching to the Convertible Bond; and (ii) the re-election of the Directors. Pursuant to the Listing Rules, the Subscriber and its associates, holding an aggregate of 462,501,000 Shares, representing approximately 29.65% of the entire issued share capital of the Company as at the Latest Practicable Date, are required to abstain from voting at the EGM to approve the Subscription Agreement and the transactions contemplated thereunder, including but not limited to the issue of the Convertible Bond and the issue and allotment of the Conversion Shares. To the best of the Directors information, belief and knowledge, save for the Subscriber and its associates, no other parties have material interest in relation to the issue of Convertible Bond. A notice convening the EGM is set out on pages 43 to 44 of this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish. The resolutions to approve (i) the Subscription Agreement and the transactions contemplated thereunder; and (ii) the re-election of the Directors at the EGM will be taken by poll and an announcement will be made by the Company after the EGM on the results of the EGM. GENERAL The Independent Board Committee, comprising all the independent non-executive Directors, has been formed to advise the Independent Shareholders as to the fairness and reasonableness of the issue of the Convertible Bond. Fortune Financial Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this regard. RECOMMENDATION The Directors (including the independent non-executive Directors) consider that the terms of the Subscription Agreement and the issue of the Convertible Bond are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Independent Shareholders as a whole. Accordingly, the Board recommends the Independent Shareholders to vote in favour of the ordinary resolution as set out in the notice of the EGM to approve the Subscription Agreement and the transactions contemplated thereunder. The Directors also consider that the re-election of the Directors is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board also recommends the Shareholders to vote in favour of such resolution to be proposed at the EGM. 13

16 LETTER FROM THE BOARD Your attention is also drawn to the letter from the Independent Board Committee set out on page 15 of this circular which contains its views in relation to the Subscription Agreement and the transactions contemplated thereunder. The Independent Board Committee, having taken into account the advice of the Independent Financial Adviser, the text of which is set out on pages 16 to 35 of this circular, considers that the terms of the Subscription Agreement and the transactions contemplated thereunder are fair and reasonable so far as the Company and the Independent Shareholders are concerned as a whole. Accordingly, the Independent Board Committee recommends that the Independent Shareholders to vote in favour of the resolution(s) to be proposed at the EGM to approve the Subscription Agreement and the transactions contemplated thereunder, including but not limited to the issue of the Convertible Bond and the allotment and issue of the Conversion Shares upon exercise of the conversion rights attaching to the Convertible Bond. ADDITIONAL INFORMATION Your attention is drawn to the additional information set out in the appendices to this circular. ByorderoftheBoard Shunfeng Photovoltaic International Limited Zhang Yi Chairman 14

17 LETTER FROM THE INDEPENDENT BOARD COMMITTEE To the Independent Shareholders Dear Sir or Madam, (Incorporated in the Cayman Islands with limited liability) (Stock Code: 01165) CONNECTED TRANSACTION ISSUE OF CONVERTIBLE BOND 24 July 2013 We refer to the circular of the Company dated 24 July 2013 (the Circular ), of which this letter forms part. Capitalised terms used in this letter shall bear the same meanings as those defined in the Circular unless the context otherwise requires. We have been appointed as members of the Independent Board Committee to consider the Subscription Agreement and the transactions contemplated thereunder and to advise the Independent Shareholders as to the fairness and reasonableness of the terms of the Subscription Agreement, and the transactions contemplated thereunder, including but not limited to the issue of the Convertible Bond and the allotment and issue of the Conversion Shares upon the exercise of the conversion rights attaching to the Convertible Bond, and to recommend how the Independent Shareholders should vote at the EGM. Fortune Financial Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this regard. We wish to draw your attention to the letter from the Board, as set out on pages 4 to 14 of the Circular, and the letter from Fortune Financial Capital to the Independent Board Committee and the Independent Shareholders which contains its advice in respect of the Subscription Agreement and the transactions contemplated thereunder, as set out on pages 16 to 35 of this Circular. Having taken into account the advice of Fortune Financial Capital, we consider that the terms of the Subscription Agreement and the transactions contemplated thereunder are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Independent Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Subscription Agreement and the transactions contemplated thereunder. Yours faithfully, For and on behalf of the Independent Board Committee Mr. Siu Wai Keung Francis Mr. Tao Wenquan Mr. Zhao Yuwen Independent non-executive Independent non-executive Independent non-executive Director Director Director 15

18 LETTER FROM FORTUNE FINANCIAL CAPITAL The following is the full text of the letter of advice to the Independent Board Committee and the Independent Shareholders from the Independent Financial Adviser which has been prepared for inclusion in this circular. Fortune Financial Capital Limited 35th Floor Office Tower Convention Plaza 1 Harbour Road, Wanchai Hong Kong The Independent Board Committee and the Independent Shareholders of Shunfeng Photovoltaic International Limited Dear Sirs, INTRODUCTION CONNECTED TRANSACTION ISSUE OF CONVERTIBLE BOND 24 July 2013 We refer to our engagement to advise the Independent Board Committee and the Independent Shareholders in respect of the terms of the Subscription Agreement and the transactions contemplated thereunder, particulars of which are set out in the section headed Letter from the Board (the Board Letter ) contained in the circular issued by the Company to the Shareholders dated 24 July 2013 (the Circular ), of which this letter forms part. Unless the context requires otherwise, capitalised terms used in this letter shall have the same meanings as given to them under the definitions section of the Circular. Reference is made to the Company s announcement dated 28 June 2013 in relation to, amongst other matters, the issuance of the Convertible Bond and the Subscription. Background of and reasons for the issuance of the Convertible Bond and the Subscription are set out in the Board Letter. Our role as the Independent Financial Adviser is to give our opinion as to whether the issuance of the Convertible Bond and the transactions under the Subscription Agreement are on normal commercial terms, fair and reasonable insofar as the Independent Shareholders are concerned and in the interests of the Company and Shareholders as a whole. As at the Latest Practicable Date, the Subscriber held an aggregate of 462,501,000 Shares, representing approximately 29.65% of the entire issued share capital of the Company, and is a substantial shareholder of the Company. Accordingly, the Subscriber is a connected person of the Company and the transactions contemplated under the Subscription Agreement constitute a nonexempted connected transaction on the part of the Company under the Listing Rules and is subject to 16

19 LETTER FROM FORTUNE FINANCIAL CAPITAL reporting, announcement and independent shareholders approval requirements under the Listing Rules. Pursuant to the Listing Rules, the Subscriber and its associates are required to abstain from voting at the EGM to approve the Subscription Agreement and the transactions contemplated thereunder. The Independent Board Committee, comprising Mr. Tao Wenquan, Mr. Zhao Yuwen and Mr. Siu Wai Keung Francis (being all the independent non-executive Directors), has been established by the Company to advise the Independent Shareholders as to (i) whether the terms of the Subscription Agreement and the transactions contemplated thereunder are fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Independent Shareholders as a whole; and (ii) how the Independent Shareholders should vote in respect of the relevant resolution(s) to approve the Subscription Agreement and the transactions contemplated thereunder at the EGM. BASIS OF OUR OPINION In formulating our advice and recommendation to the Independent Board Committee and the Independent Shareholders, we have relied on the statements, information, opinions and representations contained or referred to in the Circular and the information and representations as provided to us by the Directors and the management of the Company. We have assumed that all information and representations provided by the Directors and the management of the Company, for which they are solely and wholly responsible, are true, accurate and complete in all material respects and not misleading or deceptive at the time when they were provided or made and will continue to be so up to the date of despatch of the Circular. We have also assumed that all statements of belief, opinion, expectation and intention made by the Directors in the Circular were reasonably made after due enquires and careful considerations by the Directors and there are no other facts not contained in the Circular the omission of which would make any such statement contained in the Circular misleading. We have no reason to suspect that any relevant information has been withheld, nor are we aware of any fact or circumstance which would render the information provided and representations and opinions made to us untrue, inaccurate or misleading. We have not, however, carried out any independent verification of the information provided by the Directors and the management of the Company, nor have we conducted any independent investigation into the business, financial conditions and affairs of the Group or its future prospect. The Directors have collectively and individually accepted full responsibility, includes particulars given in compliance with the Listing Rules, for the purpose of giving information with regard to the Company. The Directors have confirmed, after having made all reasonable enquires, which to the best of their knowledge and belief, the information contained in the Circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or the Circular misleading. This letter is issued to the Independent Board Committee and the Independent Shareholders solely in connection with their consideration of the Subscription Agreement and the transactions contemplated thereunder, and except for its inclusion in the Circular, is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purpose without our prior written consent. 17

20 LETTER FROM FORTUNE FINANCIAL CAPITAL PRINCIPAL FACTORS AND REASONS CONSIDERED IN RELATION TO THE ISSUANCE OF THE CONVERTIBLE BOND AND THE SUBSCRIPTION In arriving at our opinion on the issuance of the Convertible Bond and the Subscription, we have taken into consideration the following factors and reasons: 1. Background of and reasons for the Subscription Agreement The Company is an investment holding company, and the subsidiaries of the Company are principally engaged in the manufacturing and sales of solar cells, solar modules and related products. As set out in the Board Letter, on 28 June 2013 (after trading hours), the Company and the Subscriber entered into the Subscription Agreement, pursuant to which the Company agreed to issue and the Subscriber agreed to subscribe for the Convertible Bond with the principal amount of HK$930,500,000. It was intended that the net proceeds of approximately HK$929.5 million from the issue of the Convertible Bond will be used for development and construction of solar power stations by the Group. As disclosed from the annual report of the Company for the year ended 31 December 2012 (the AR 2012 ), the Group was refining its existing business strategies and identifying potential business opportunities proactively with the aim of capturing the enormous opportunities in the upcoming era of clean and economy solar energy. As such, since the year 2013 to the Latest Practicable Date, the Group had identified several investment opportunities in relation to development and construction of solar power stations which will become new business of the Group as listed below. (a) The Framework Investment Agreement with Tibetan Government in relation to development of photovoltaic industrial park As disclosed in the announcement of the Company dated 18 April 2013, the Company entered into a framework investment agreement (the Framework Investment Agreement ) with Tibetan Autonomous Prefectural People s Government (the Tibetan Government ). Pursuant to the Framework Investment Agreement, the Company and the Tibetan Government will, subject to the entering of further substantive agreements, establish a photovoltaic industrial park by using plateau ecological and organic agriculture technologies in Hainan Tibetan Autonomous Prefecture in Qinghai Province, the PRC, and this will help the Company to take advantage of its strength in solar photovoltaic technologies to make investment in that region. Under the Framework Investment Agreement, the Company will establish a project company in Hainan Tibetan Autonomous Prefecture in Qinghai Province, the PRC, and make investment of not less than RMB50 billion within ten years. 18

21 LETTER FROM FORTUNE FINANCIAL CAPITAL (b) The Cooperation Agreement with Ningxia Longi Silicon in relation to development in the solar industry As disclosed in the Company s announcement dated 26 April 2013, a member of the Group entered into a photovoltaic power station cooperation agreement (the Cooperation Agreement ) with Ningxia Longi Silicon Materials Co., Ltd. ( Ningxia Longi Silicon ), pursuant to which the Group and Ningxia Longi Silicon intend to establish a long-term strategic cooperation in the solar industry. Subject to entering into of further substantive agreements, the Group may acquire the large-scale solar energy grid generation system projects to be developed by Ningxia Longi Silicon and be responsible for their operation. This will enable the Company to take advantage its market position and industry expertise to achieve rapid market penetration into the solar industry. (c) The Equity Transfer Agreement with Suntech Power in relation to manufacturing and sales of solar photovoltaic and solar energy power As disclosed in the announcement of the Company dated 22 May 2013, the Group entered into an equity transfer agreement ( Equity Transfer Agreement ) with Suntech Power Holdings Co. Ltd ( Suntech Power ), pursuant to which the Group has conditionally agreed to acquire 99% of the equity interest in 尚德 ( 哈密 ) 太陽能發電有限公司 (Suntech (Kumul) Solar Power Co., Ltd.**) ( Suntech (Kumul) ) from Suntech Power (the Suntech Acquisition ). Suntech (Kumul) is principally engaged in manufacturing and sales of solar photovoltaic and solar energy power and is owned as to 99% by Suntech Power and 1% by 尚德能源工程有限公司 (Suntech Energy Engineering Co., Ltd.**) ( Suntech Energy ). The consideration involved in the Suntech Acquisition was RMB3.96 million payable in cash and the Group has agreed to pay up the unpaid registered capital of Suntech (Kumul) amounted to RMB5.94 million upon completion of the Suntech Acquisition. Therefore, the total commitment of the Group arising from Suntech Acquisition would be approximately RMB9.90 million. Also, the Group has entered into two procurement agreements with Suntech Power and Suntech Energy respectively, pursuant to which the Group will purchase solar modules with an aggregate annual production capability of 29.7 megawatts from Suntech Power and Suntech Energy at a total consideration of approximately RMB89.10 million. As disclosed in the aforesaid announcement, upon the completion of the Suntech Acquisition, the Group will be involved in the business of solar power station which is a new business to the Group. (d) The Framework Agreement and the Six Equity Transfer Agreements with Hareon Group in relation to development of solar power station projects According to the Company s announcement dated 4 July 2013, a member of the Group entered into a framework agreement (the Framework Agreement ) with Hareon Solar Technology Co., Ltd. ( Hareon Solar ). Pursuant to the Framework Agreement, the Group will subject to the entering of further substantive agreements, acquire from Hareon Solar the solar power station projects (the Projects ) which are developed by Hareon Solar in the PRC by way of equity transfer or joint venture (the Potential Acquisition ). The Group will deliver to Hareon Solar a performance guarantee in sum of RMB90.45 million to Hareon Solar (the Performance Guarantee ). The Performance Guarantee shall form part of acquisition cost of the Group to Hareon Solar if the Potential Acquisition proceeds and the substantive agreements are signed by the parties. Otherwise, such Performance Guarantee will be refundable by Hareon Solar to the 19

22 LETTER FROM FORTUNE FINANCIAL CAPITAL Group upon the Group s demand. As disclosed in the aforesaid announcement, Hareon Solar is a large-scale enterprise which is principally engaged in manufacturing of solar modules and solar cells. It also focuses on the development, investment and construction of solar power generation projects in domestic and overseas. The Potential Acquisition will help the Group be involved in the business of solar power station which is a new business to the Group. On the same date, the Company also made another announcement in relation to the acquisition of certain Projects from Hareon Solar. Through entering into six equity transfer agreements (the Six Equity Transfer Agreements ) with Hareon Solar and its wholly-owned subsidiaries (together referred to as the Hareon Group ) on 4 July 2013, the Group conditionally agreed to acquire and Hareon Group conditionally agreed to sell over 90% equity interests in the six target companies (the Six Target Companies ), respectively. The Six Target Companies are principally engaged in the development of solar power station projects in Xinjiang Uygur Autonomous Region, Inner Mongolia Autonomous Region and Gansu Province in the PRC. The total consideration payable pursuant to the Six Equity Transfer Agreements is RMB9.45 million. Upon completion of the acquisitions under the Six Equity Transfer Agreements, the Group will be involved in the development of 6 solar power station projects in the PRC with an aggregate annual production capability of 230 megawatts. As disclosed in the aforesaid announcement, the Directors believed that the acquisitions under the Six Equity Transfer Agreements demonstrate the Group s execution capacity in the development and construction of solar power station. (e) Five Equity Transfer Agreements with Jetion Solar and CSIC Haiwei in relation to development of solar power station projects As disclosed in the announcement of the Company dated 5 July 2013, a member of the Group entered into five equity transfer agreements (the Five Equity Transfer Agreements ) with 浚鑫科技股份有限公司 (Jetion Solar (China) Co., Ltd.**) ( Jetion Solar ) and 中船重工海為 ( 新疆 ) 新能源有限公司 (Haiwei (Xinjiang) New Energy Co., Ltd. of CSIC**) ( CSIC Haiwei ), respectively, pursuant to which the Group has conditionally agreed to acquire and Jetion Solar and CSIC Haiwei have conditionally agreed to sell 90% of their respective equity interest in each of the five target companies which are principally engaged in development of solar power station projects in Xinjiang Uygur Autonomous Region, the PRC. The total consideration payable pursuant to the Five Equity Transfer Agreements is RMB5.15 million. Upon completion of the acquisitions under the Five Equity Transfer Agreements, the Group will be involved in the development of 5 solar power station projects in the PRC with an aggregate annual production capability of 110 megawatts. As disclosed in the aforesaid announcement, the Directors believed that the acquisitions under the Five Equity Transfer Agreements demonstrate the Group s execution capacity in the development and construction of solar power station and the Group will continue to explore new opportunities to ensure the sound and stable development of its solar power business. 20