Hanergy Solar : DISPOSAL OF MINORITY EQUITY INTEREST IN JUN YANG HOLDINGS INVOLVING ISSUE OF CONSIDERATION SHARES BY

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 Bermuda with limited liability)

On 7 April 2014 (after trading hours), Sun Reliant, a wholly owned subsidiary of the Company, entered into the SP Agreement with Jun Yang Solar Power in respect of the Disposal of a p pr o xi m a t e l y 3 2 .1 0 % i ssu e d sha re c a p i t a l of Jun Ya n g Ho l d i ng s a t t h e c o nsi de ra t i o n o f HK$109,105,267, which shall be satisfied by the allotment and issue of 1,091,052,670 JY Consideration Shares by Jun Yang Solar Power at the issue price of HK$0.10 per JY Consideration Share.
After Completion of the Disposal, assuming Jun Yang Solar Power will not allot and issue other JY Shares, Sun Reliant will become a substantial shareholder of Jun Yang Solar Power and holds approximately 10.93% of the issued share capital of Jun Yang Solar Power.
As all the relevant percentage ratios under Chapter 14 of the Listing Rules are below 5%, the SP Agreement and the transactions contemplated thereunder do not constitute a notifiable transaction on the part of the Company under Chapter 14 of the Listing Rules.

The Board is pleased to announce that on 7 April 2014, Sun Reliant, a wholly owned subsidiary of the Company, entered into the SP Agreement with Jun Yang Solar Power in respect of the Disposal. Summary of the principal terms of the SP Agreement are set out below.

7 April 2014 (after trading hours)
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(i) Sun Reliant as vendor; and
(ii) Jun Yang Solar Power as purchaser
Sun Reliant is a wholly owned subsidiary of the Company incorporated in the British Virgin Islands with limited liability and is principally engaged in investment holdings. As at the date of the SP Agreement, Sun Reliant is holding approximately 32.10% of the issued share capital of Jun Yang Holdings.
Jun Yang Solar Power is a company incorporated in Bermuda with limited liability and the issued JY Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 397). Jun Yang Solar Power together with its subsidiaries are principally engaged in solar energy business focus on development, construction, operation and maintenance of power station projects, money lending business and assets investment.
Jun Yang Holdings is a company incorporated in the Cayman Islands with limited liability and a non-wholly owned subsidiary of Jun Yang Solar Power. Jun Yang Holdings is an investment holding company and together with its subsidiaries is principally engaged in the development of large-scale solar photovoltaic power stations and rooftop power station.
T o t he b e st of t he Di r e c t o r s' kn o wl e d ge , i n fo rm a t i o n a n d b e l i e f, Jun Ya n g So l a r Powe r i s independent of and not connected with the Company and its connected persons.

Pursuant to the SP Agreement, Jun Yang Solar Power has conditionally agreed to acquire, and Sun Reliant has conditionally agreed to sell the Sale Shares free from all encumbrances for the Consideration of HK$109,105,267. The Sale Shares represent approximately 32.10% of the issued share capital of Jun Yang Holdings as at the date of the SP Agreement.
The SP Agreement does not contain any restrictions which apply to the subsequent sale of the Sale
Shares.

The Consideration for the Sale Shares is HK$109,105,267, which shall be satisfied by the allotment and issue, credited as fully paid, of 1,091,052,670 JY Consideration Shares at an issue price of HK$0.10 per JY Consideration Share by Jun Yang Solar Power to Sun Reliant at Completion.
The original subscription cost of Sun Reliant of the Sale Shares was HK$85,800,000. The Consideration was determined after arm's length negotiations between Jun Yang Solar Power and Sun Reliant with reference to, among others, the net assets value of Jun Yang Holdings.
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The 1,091,052,670 JY Consideration Shares represent (i) approximately 12.27% of the existing issued share capital of Jun Yang Solar Power; and (ii) approximately 10.93% of the issued share capital of Jun Yang Solar Power as enlarged by allotment and the issue of the JY Consideration Shares.
The issue price of HK$0.10 per JY Consideration Share was arrived at by Sun Reliant and Jun Yang Solar Power after arm's length negotiation taking into account the closing price of the shares of Jun Yang Solar Power prior to the signing of the SP Agreement. The issue price of HK$0.10 per JY Consideration Share:
(a) is equal to the closing price of HK$0.10 per the JY Share as quoted on the Stock Exchange on the date of the SP Agreement; and
(b) is equal to the average closing price of HK$0.10 per JY Share as quoted on the Stock Exchange for the last five trading days up to and including the date of the SP Agreement.
The JY Consideration Shares will be allotted and issued by Jun Yang Solar Power pursuant to a specific mandate to be obtained at the special general meeting of Jun Yang Solar Power.
The JY Consideration Shares to be allotted and issued shall rank pari passu among themselves and with all JY Shares in issue on the date of Completion.
The Directors consider that the basis and the settlement manner of the Consideration are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

The Completion is conditional upon and subject to:
(a) all necessary consents and approvals in relation to the transactions contemplated under the SP Agreement having been obtained by Sun Reliant and such consents and approvals should be valid up to the Completion Date;
(b) all necessary consents and approvals in relation to the transactions contemplated under the SP Agreement having been obtained by Jun Yang Solar Power and such consents and approvals should be valid up to the Completion Date, including, if necessary, the passing of relevant ordinary resolution(s) by the independent shareholders of Jun Yang Solar Power at its special general meeting;
(c) the S tock Exchange having granted the lis ting of, and permis sion to deal in, the J Y Consideration Shares;
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(d) all warranties given by Sun Reliant remaining true and accurate in all respects and not misleading; and
(e) there being no breach of the terms and conditions of the SP Agreement by Sun Reliant before the Completion Date.
Jun Yang Solar Power may waive either of the conditions precedent set out in (d) and (e) above at any time before the Long Stop Date by notice in writing to Sun Reliant. Save as aforesaid, none of the conditions precedent is capable of being waived.
If the conditions precedent shall not have been fulfilled (or waived) on the Long Stop Date, all rights and obligations of the parties under the SP Agreement shall cease and terminate (save and except for provisions governing confidentiality, notices, costs and stamp duty as well as governing law, jurisdiction and process agents which shall continue to have full force and effect), and none of the parties shall have any claim against the others save for claim (if any) in respect of such continuing provisions as specified under the SP Agreement or any antecedent breach thereof.

Completion is expected to take place on the Completion Date. Upon Completion, Sun Reliant will cease to have any interests in Jun Yang Holdings and will become a shareholder holding
1,091,052,670 issued shares of Jun Yang Solar Power.

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 and application business worldwide.
The Company considers that the Disposal represents an opportunity for the Group to realize its investments in Jun Yang Holdings, whilst on the other hand allows the Group to continue to have indirect interests in Jun Yang Holdings through its shareholdings in Jun Yang Solar Power, which is also engaging downstream solar power generation businesses and will hold 100% equity interests of Jun Yang Holdings upon Completion of the Disposal. In other words, the Disposal involves a swap of the investments of the Group from Jun Yang Holdings to Jun Yang Solar Power. In light of the recent announcement of Jun Yang Solar Power dated 30 March 2014 relating to the formation of joint ventures with various partners to develop the downstream solar power generation businesses, the Group considers that direct investments in Jun Yang Solar Power are better than investments in Jun Yang Holdings.
Given that Jun Yang Solar Power is a listed company in Hong Kong and the issued JY Shares of which are freely transferrable, it will be easier for the Group to realize its investments in Jun Yang Solar Power in the market in comparison with that in Jun Yang Holdings. Further, the Consideration of the Disposal represents a premium of more than HK$20 million over the original investment costs
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of the Group, which is also an attractive proposal. Based on the aforesaid reasons, the Directors consider that the SP Agreement and the transactions contemplated thereunder in the benefits of the Group.
The Directors (including the independent non-executive Directors) consider that the terms of the SP Agreement are on normal commercial terms and are fair and reasonable and in the interest of the Company and its Shareholders as a whole.

As all the relevant percentage ratios under Chapter 14 of the Listing Rules are below 5%, the SP Agreement and the transactions contemplated thereunder do not constitute a notifiable transaction on the part of the Company under Chapter 14 of the Listing Rules.

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, a company incorporated in Bermuda with limited liability and the issued Shares of which are listed on the Main Board of the Stock Exchange
"Completion" the completion of the Disposal in accordance with the terms and conditions of the SP Agreement
"Completion Date" the date of Completion, which shall be the fifth business day after all the conditions precedent of the SP Agreement have been fulfilled or waived (or such other date as Sun Reliant and Jun Yang Solar Power may agree)
"Consideration" total consideration for the Disposal, being HK$109,105,267 "connected person" has the meaning ascribed to this term under the Listing Rules "Director(s)" Director(s) of the Company
"Disposal" the disposal of the Sale Shares by Sun Reliant in accordance with the terms of the SP Agreement
"Group" the Company and its subsidiaries
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"Jun Yang Holdings" Jun Yang Solar Power Investment Holdings Limited(7@J!ft1tt!i�

�!iZif�0Rl), a company incorporated in the Cayman Islands with limited liability. As at the date of the SP Agreement, Jun Yan, Solar Power holds approximately 67.90% of the issued share capital of Jun Yang Holdings

"Jun Yang Solar Power" Jun Yang Solar Power Investments Limited, a company incorporated in Bermuda with limited liability and the issued shares of which are listed on the Main Board of the Stock Exchange
"JY Consideration Shares" the 1,091,052,670 new ordinary shares to be allotted and issued, credited as fully paid, by Jun Yang Solar Power to satisfy the Consideration
"JY Shares" ordinary shares of Jun Yang Solar Power
"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange
"Long Stop Date" 30 June 2014 (or such later date as Sun Reliant and Jun Yang Solar
Power may agree in writing)
"PRC" the People's Republic of China
"Sale Shares" 11,415 shares of US$1.00 each in the share capital of Jun Yang Holdings, representing approximately 32.1% of the issued share capital of Jun Yang Holdings at the date of SP Agreement
"Share(s)" ordinary share(s) of HK$0.0025 each in the share capital of the
Company
"Shareholder(s)" holder(s) of the Share(s)
"SP Agreement" the conditional sale and purchase agreement dated 7 April 2014 and entered into between Sun Reliant as vendor and Jun Yang Solar Power as purchaser in relation to, among others, the Disposal
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Sun Reliant" Sun Reliant International Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly owned subsidiary of the Company
"HK$" Hong Kong dollars
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"%" per cent
By order of the Board

Chairman and Chief Executive Officer

Hong Kong, 7 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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