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(Incorporated in Bermuda with limited liability)

(Stock Code: 566) CONTINUING CONNECTED TRANSACTION: SALES OF SPARE PARTS

The Board is pleased to announce that on 2 April 2014, Fujian Apollo entered into a Spare Parts Sales Agreement with Hanergy Holding for the sales of Spare Parts by Fujian Apollo to Hanergy Holding (including any of its affiliates).

LISTING RULES IMPLICATION

Hanergy Holding, through Hanergy Investment, Hanergy Option and GL Wind Farm, is a controlling Shareholder of the Company and is therefore a connected person of the Company under the Listing Rules. The entering into the Spare Parts Sales Agreement constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules.
As the relevant percentage ratios are less than 5%, the transactions contemplated under the Spare Parts Sales Agreement shall be subject to reporting and announcement requirements but is exempt from the Independent shareholders' approval requirement under Chapter 14A of the Listing Rules.

THE SPARE PARTS SALES AGREEMENT Date:

2 April 2014

Parties:

(1) Fujian Apollo as seller; and
(2) Hanergy Holding as purchaser.
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Fujian Apollo is a wholly owned subsidiary of the Company.

Hanergy Holding is a company established in the PRC with limited liability in 1997. The principal business of Hanergy Group includes investment in clean energy business in the PRC. It has operated or invested in a number clean energy projects in the PRC, including solar power projects, hydro power projects and wind power projects.

Hanergy Holding, through Hanergy Investment, Hanergy Option and GL Wind Farm, is a controlling Shareholder of the Company and is therefore a connected person of the Company under the Listing Rules.

Subject matter

Pursuant to the Spare Parts Sales Agreement, Hanergy Holding has agreed to purchase from Fujian Apollo, and Fujian Apollo has agreed to sell to Hanergy Holding (including any of its affiliates), the Spare Parts.

Depending on the need of Hanergy Holding, Hanergy Group will place separate Purchase Orders with Fujian Apollo. The Purchase Orders shall form part of the Spare Parts Sales Agreement, which the terms and conditions of the Spare Parts Sales Agreement shall apply.

Fujian Apollo has the right to transfer all or part of its obligations under the Spare Parts Sales

Agreement to the Company's subsidiaries.

Selling price and payment terms

The selling price and payment terms of Spare Parts are to be separately negotiated for each Purchase Order by Fujian Apollo and Hanergy Holding. The selling price and payment terms will be arrived at after arm's length negotiation between Fujian Apollo and Hanergy Holding.

The price of the Spare Parts cannot be higher than the prevailing market price spare parts.

The Directors (including the independent non-executive Directors) are of the view that the selling price is fair and reasonable and are in the interests of the Company and the Independent shareholders as a whole.

Annual Caps

Pursuant to the Spare Parts Sales Agreement, the total consideration for the sales of Spare Parts by Fujian Apollo to Hanergy Holding (including any of its affiliates) for each of the three financial years ended 31 December 2014, 31 December 2015 and 31 December 2016 shall not exceed RMB60 million, RMB120 million and RMB120 million respectively.

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Effective Period

The Spare Parts Sales Agreement shall be effective from the date on which the Spare Parts Sales Agreement is signed and sealed by both parties up to 31 December 2016 (both dates inclusive), after which it may be renewed on mutual agreement subject to compliance with the Listing Rules requirements. The Company will comply with the relevant Listing Rules requirements in the event of renewal of the Spare Parts Sales Agreement and further announcement(s) will be made by the Company upon such renewal.

REASONS FOR AND BENEFITS OF ENTERING INTO THE SPARE PART SALES AGREEMENT

The Group is principally engaged in the design and assembly of equipment and turnkey production lines for the manufacture of thin-film solar photovoltaic modules. Currently, the Group is also developing its downstream solar power generation worldwide.
Hanergy Group is engaged in the manufacture of thin-film solar modules which it may need the necessary spare parts to ensure the normal operation of the turnkey equipment, tools and machinery of solar photovoltaic production system after the warranty period. Accordingly, Fujian Apollo and Hanergy Holding entered into the Spare Parts Sales Agreement setting out the terms and details for the sales of Spare Parts by Fujian Apollo to Hanergy Group.
The sales of Spare Parts will help the Group maintain a good business relationship with its largest customer, Hanergy Holding, by providing and sourcing the relevant Spare Parts for the need of Hanergy Group. This will also help broaden the Group's revenue source.
The terms of the Spare Parts Sales Agreement were arrived at after arm's length negotiations between Fujian Apollo and Hanergy Holding with reference to the market terms and price of similar transactions.
The Directors, including the independent non-executive Directors, consider that the transactions contemplated under the Spare Parts Sales Agreement are in the ordinary and usual course of business of the Group and the terms of the Spare Parts Sales Agreement are based on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
Since no Directors have any material interest in the Spare Parts Sales Agreement, no Directors are required to abstain from voting in the relevant resolution of the meeting of the Board.

LISTING RULES IMPLICATIONS

Hanergy Holding, through Hanergy Investment, Hanergy Option and GL Wind Farm, is a controlling Shareholder of the Company and is therefore a connected person of the Company under the Listing Rules. The entering into the Spare Parts Sales Agreement constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules.
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As the relevant percentage ratios are less than 5%, the transactions contemplated under the Spare Parts Sales Agreement shall be subject to reporting and announcement requirements but is exempt from the Independent shareholders' approval requirement under Chapter 14A of the Listing Rules.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following meaning:
"Board" the board of directors of the Company
"Company" Hanergy Solar Group Limited
"connected person" has the meaning ascribed to it under the Listing Rules and the word "connected" shall be construed accordingly
"Director(s)" Director(s) of the Company
"Fujian Apollo" "Mll��mi�#f�%P' (Apollo Precision (Fujian) Limited), a company established in Fujian, the PRC with limited liability and a wholly-owned subsidiary of the Company
"GL Wind Farm" G L Wind Farm Investment Limited, a company incorporated in the British Virgin Islands and an indirect wholly-owned subsidiary of Hanergy Holding
"Group" the Company and its subsidiaries
"Hanergy Group" Hanergy Holding and its subsidiaries
"Hanergy Holding" ]{��!it�[Ilf�%P' (for identification purposes only, translated as "Hanergy Holding Group Limited"), a company established under the laws of the PRC
"Hanergy Investment" Hanergy Investment Limited, a company incorporated in the British Virgin Islands, wholly-owned by Hanergy Holding
"Hanergy Option" Hanergy Option Limited, a company incorporated in the British Virgin Islands, a wholly-owned company of Hanergy Holding
"Independent shareholders" shareholders of the Company other than Hanergy Holding and its associates
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"Listing Rules" the Rules Governing the Listing of Securities on the Stock
Exchange of Hong Kong Limited
"percentage ratios" has the meaning ascribed thereto under Chapter 14 of the
Listing Rules
"PRC" the People's Republic of China
"Purchase Order(s)" the purchase order(s) of Spare Parts placed by Hanergy Holding to Fujian Apollo in accordance with the Spare Part Sales Agreement, which also form an integral part of the Spare Part Sales Agreement
"RMB" Renminbi, the lawful currency of the PRC
"Spare Part Sales Agreement" an agreement for the sales of Spare Parts entered into on 2
April 2014 between Fujian Apollo and Hanergy Holdings
"Spare Parts" spare parts of turnkey equipment, tools and machinery of solar photovoltaic module production system
"%" per cent
By order of the Board

Hanergy Solar Group Limited Frank Mingfang Dai

Chairman and Chief Executive Officer

Hong Kong, 3 April 2014
Website: http://www.hanergysolargroup.com/en

As at the date of this announcement, the executive directors of the Company are Mr. Frank Mingfang Dai (Chairman and Chief Executive Officer), Dr. Li Yuan-min (Deputy Chairman and Chief Technology Officer), Mr. Hui Ka Wah, Ronnie J.P. (Finance Director and Senior Vice-President), Mr. Chen Li and Mr. Li Guangmin; and the independent non-executive directors of the Company are Ms. Zhao Lan, Mr. Wong Wing Ho and Mr. Wang Tongbo.

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