DISCLOSEABLE TRANSACTION ACQUISITION OF EQUITY INTEREST

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1 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. (Incorporated in the Cayman Islands with limited liability) (Stock Code: 01165) DISCLOSEABLE TRANSACTION ACQUISITION OF EQUITY INTEREST The Board is pleased to announce that on 16 August 2013, Jiangxi Shunfeng, a wholly-owned subsidiary of the Company, entered into the Equity Transfer Agreement with Hareon Jingyuntong, pursuant to which Jiangxi Shunfeng has conditionally agreed to acquire and Hareon Jingyuntong has conditionally agreed to sell its 95% equity interest in the Target Company. The Target Company is principally engaged in the development of a solar power station project with an annual production capability of 70MW in Jinchang, Gansu Province. The transaction contemplated under the Equity Transfer Agreement is aggregated with the transactions entered into between Jiangxi Shunfeng and Hareon Solar and two wholly-owned subsidiaries of Hareon Solar as disclosed in the announcement of the Company dated 4 July 2013 pursuant to Rule of the Listing Rules on the basis that Hareon Jingyuntong is also a whollyowned subsidiary of Hareon Solar and therefore it is connected with the parties to the transactions on 4 July As the applicable percentage ratios in respect of the transaction contemplated under the Equity Transfer Agreement (after the aggregation) exceed 5% but are less than 25%, the transaction contemplated under the Equity Transfer Agreement constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules. BACKGROUND The Board is pleased to announce that on 16 August 2013, Jiangxi Shunfeng, a wholly-owned subsidiary of the Company, entered into the Equity Transfer Agreement with Hareon Jingyuntong, pursuant to which Jiangxi Shunfeng has conditionally agreed to acquire and Hareon Jingyuntong has conditionally agreed to sell its 95% equity interest in the Target Company. 1

2 THE EQUITY TRANSFER AGREEMENT 1. Date: 16 August Parties: Purchaser: Vendor: Jiangxi Shunfeng Hareon Jingyuntong 3. Equity Interest to be Acquired: Pursuant to the Equity Transfer Agreement, Jiangxi Shunfeng has conditionally agreed to acquire and Hareon Jingyuntong has conditionally agreed to sell its 95% equity interest in the Target Company at a consideration of RMB950, (equivalent to approximately HK$1,205,531.65). As at the date of this announcement, the Target Company is wholly owned by Hareon Jingyuntong with the registered capital of RMB1,000,000 (equivalent to approximately HK$1,265,822.78). 4. Consideration: Pursuant to the Equity Transfer Agreement, the consideration for the 95% equity interest in the Target Company to be acquired by Jiangxi Shunfeng is RMB950, (equivalent to approximately HK$1,205,531.65) and is payable in one lump sum in cash by Jiangxi Shunfeng to Hareon Solar within 9 working days from the date of the Equity Transfer Agreement. Such consideration can be deducted from the Performance Guarantee. The Equity Transfer Agreement was negotiated and entered into on an arm s length basis and on normal commercial terms. The consideration under the Equity Transfer Agreement was determined based on the Target Company s registered capital in the amount of RMB1,000,000 (equivalent to approximately HK$1,265,822.78). The said consideration will be funded by the internal resources of the Company. Upon completion of the transaction under the Equity Transfer Agreement, the Target Company will become a 95% owned subsidiary of the Company and its financial results will be consolidated into the accounts of the Company. 2

3 The unaudited net assets value of Target Company as at 31 December 2012 was RMB997, (equivalent to approximately HK$1,262,761.10). As the Target Company was incorporated in November 2012 and currently has no operation, the loss before and after taxation for the year ended 31 December 2012 were RMB2, (equivalent to approximately HK$3,061.68) and RMB2, (equivalent to approximately HK$3,061.68), respectively. 5. Price Adjustment If the net assets value of the Target Company is less than its registered capital at the date of completion of the transaction under the Equity Transfer Agreement, the consideration for the transaction under the Equity Transfer Agreement shall be adjusted to become the net assets value of the Target Company. 6. Effectiveness The Equity Transfer Agreement shall become effective on the date after it is signed by the parties. 7. Conditions Precedent The Equity Transfer Agreement shall be completed upon satisfaction of the following conditions: (a) (b) the consideration having been paid by Jiangxi Shunfeng; and the industry and commerce authority having completed the relevant registration and filing procedures in respect of the equity transfer. REASONS FOR AND BENEFITS OF ENTERING INTO THE EQUITY TRANSFER AGREEMENT The reasons and benefits of entering into the Equity Transfer Agreement are: Entering into of the Equity Transfer Agreement is part of the project acquisition and cooperative development agreement entered into between Jiangxi Shunfeng and Hareon Solar on 4 July Upon completion of the acquisition under the Equity Transfer Agreement, the Group will be involved in the development of a solar power station project in Gansu Province with an annual production capability of 70MW. Such acquisition is beneficial to expand the Company s market shares in solar power station business in the PRC, improve the Company s operating performance and increase the Company s profitability. The Directors believe that the acquisition under the Equity Transfer Agreement demonstrates the Group s execution capacity in the development and 3

4 construction of solar power station. The Group has continued to exploring new opportunities to ensure the sound and stable development of its solar power business. The Board (including the independent non-executive Directors) believes that the terms of the Equity Transfer Agreement (including the consideration) are fair and reasonable, on normal commercial terms and in the interests of the Company and its shareholders as a whole. No Director has a material interest in the transaction contemplated under the Equity Transfer Agreement and is required to abstain from voting at the Board meeting in relation to the Equity Transfer Agreement. GENERAL INFORMATION 1. Principal Business Activities (a) The Group The Group is principally engaged in the manufacturing and sales of solar cells, solar wafers and solar modules. (b) Jiangxi Shunfeng Shunfeng Technology is principally engaged in the investment in new energy resources projects. (c) Target Company The Target Company is principally engaged in the development of solar power station projects in Jinchang, Gansu Province. (d) Hareon Solar 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. (e) Hareon Jingyuntong Hareon Jingyuntong is wholly owned by Hareon Solar and it is an investment holding company. 4

5 2. Implications under the Listing Rules To the best of the Directors knowledge, information and belief and having made all reasonable enquiries, Hareon Jingyuntong and its ultimate beneficial owner is not a connected person and is independent of any director, chief executive or substantial shareholder or the controlling shareholder of the Company or its subsidiaries or any of their respective associates. The transaction contemplated under the Equity Transfer Agreement is aggregated withthe transactions entered into between Jiangxi Shunfeng and Hareon Solar and two wholly-owned subsidiaries of Hareon Solar as disclosed in the announcement of the Company dated 4 July 2013 pursuant to Rule of the Listing Rules on the basis that Hareon Jingyuntong is also a wholly-owned subsidiary of Hareon Solar and therefore it is connected with the parties to the transactions on 4 July As the applicable percentage ratios in respect of the transaction contemplated under the Equity Transfer Agreement (after the aggregation) exceed 5% but are less than 25%, the transaction contemplated under the Equity Transfer Agreement constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules. DEFINITIONS Unless the context otherwise requires, the terms used in this announcement shall have the following meanings: associates has the meaning ascribed to such term under the Listing Rules Board the board of Directors Company Shunfeng Photovoltaic International Limited ( 順風光電國際有限公 司 ), a company incorporated in the Cayman Islands whose shares are listed on the Main Board of the Stock Exchange connected persons has the meaning ascribed to such term under the Listing Rules Directors the directors of the Company Equity Transfer Agreement the equity transfer agreement dated 16 August 2013 entered into between Jiangxi Shunfeng and Hareon Jingyuntong, pursuant to which Jiangxi Shunfeng has conditionally agreed to acquire and Hareon Jingyuntong has conditionally agreed to sell its 95% equity interest in the Target Company 5

6 Hareon Jingyuntong 海潤京運通太陽能實業投資 ( 太倉 ) 有限公司 (Hareon Jingyuntong Solar Energy Industrial Investment (Taicang) Co., Ltd.), a limited liability company incorporated in the PRC Hareon Solar 海潤光伏科技股份有限公司 (Hareon Solar Technology Co., Ltd.), a joint stock company incorporated in the PRC with limited liability HK$ Hong Kong dollars, the lawful currency of Hong Kong Special Administrative Region of the PRC Jiangxi Shunfeng 江西順風光電投資有限公司 (Jiangxi Shunfeng Photovoltaic Investment Co., Ltd.), a limited liability company incorporated in the PRC Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange MW megawatt, which equals to one million watt percentage ratios has the meaning ascribed to such term under the Listing Rules Performance Guarantee a performance guarantee in sum of RMB 90,450,000 delivered by Jiangxi Shunfeng to Hareon Solar under the project acquisition and cooperative development agreement entered into between Jiangxi Shunfeng and Hareon Solar on 4 July For details, please refer to the announcement of the Company dated 4 July 2013 PRC the People s Republic of China RMB Renminbi, the lawful currency of the PRC Stock Exchange The Stock Exchange of Hong Kong Limited Target Company 金昌海潤光伏發電有限公司 (Jinchang Hareon Solar Power Co., Ltd.), a limited liability company incorporated in the PRC 6

7 By order of the Board Shunfeng Photovoltaic International Limited Zhang Yi Chairman Jiangsu, the PRC, 16 August 2013 The exchange rate adopted in this announcement for illustration purposes only is HK$1.00 = RMB0.79. As at the date of this announcement, the executive Directors are Mr. Zhang Yi, Mr. Shi Jianmin, Mr. Lu Bin and Mr. Wang Yu; the non-executive Directors are Mr. Chen Shi and Mr. Yue Yang; and the independent non-executive Directors are Mr. Tao Wenquan, Mr. Zhao Yuwen and Mr. Siu Wai Keung Francis. 7