HANERGY THIN FILM POWER GROUP LTD 
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)
(Stock Code: 566) PROPOSED SHARE PREMIUM CANCELLATION AND FINAL DIVIDEND AND RECORD DATE
The Board announces that the Company proposes to effect the Share Premium Cancellation by way of cancellation of HK$200,000,000 out of the amount standing to the credit of the Share Premium Account of the Company. As at the date of 31 December 2013, based on the audited financial statements of the Company, the amount standing to the credit of the share premium account of the Company was approximately HK$8,963,135,000.
A circular containing, among other matters, information regarding the Share Premium Cancellation together with a notice of the AGM will be despatched to the Shareholders as soon as practicable.
Reference is made to the announcement of the Company dated 24 March 2014 in relation to the final results of the Group for the year ended 31 December 2013, in which the Board announces that the Company intends to pay a final dividend of HK$0.015 per Share out of the contributed surplus account of the Company after the Share Premium Cancellation becoming effective.
The Board announces that the Company proposes to effect the Share Premium Cancellation by way of cancellation of HK$200,000,000 out of the amount standing to the credit of the Share Premium Account of the Company. As at the date of 31 December 2013, based on the audited financial statements of the Company, the amount standing to the credit of the share premium account of the Company was approximately HK$8,963,135,000.
Pursuant to the Share Premium Cancellation, it is proposed that HK$200,000,000 standing to the Share Premium Account of the Company be cancelled, with the credit arising therefrom being transferred to the contributed surplus account of the Company.
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The Share Premium Cancellation does neither involve any reduction in the authorised or issued share capital of the Company nor does it involve any reduction in nominal value of the Shares or trading arrangements in respect of the Shares. Other than the necessary expenses to be incurred in relation to the implementation of the Share Premium Cancellation, the Board considers that the implementation will not affect the underlying assets, business operations, management or financial position of the Company.
The Share Premium Cancellation is conditional upon:
(a) the passing of the necessary resolution(s) by the Shareholders at the AGM to approve the
Share Premium Cancellation and the transactions contemplated thereunder; and
(b) compliance by the Company with the requirements of the Companies Act regarding the Share Premium Cancellation including the publication of a notice in relation to the Share Premium Cancellation in Bermuda in accordance with section 46(2) of the Companies Act.
Subject to fulfillment of the conditions set out above, the Share Premium Cancellation is expected to become effective on the date of passing the resolution(s) by the Shareholders at the AGM to approve the Share Premium Cancellation.
As disclosed in the announcement of the Company dated 24 March 2014, the Directors recommended a final dividend of HK$0.015 (2012: nil) per Share for the year ended
31 December 2013. The final dividend shall be subject to (i) the passing of the relevant resolution(s) at the forthcoming AGM; and (ii) the Share Premium Cancellation having become effective. The final dividend is expected to be distributed on or around 6 June 2014 to the Shareholders whose names appear on the register of members of the Company at the close of business on 23 May 2014, i.e. the Record Date.
In order to qualify for the entitlement of the final dividend, all transfer forms accompanied by the relevant share certificates have to be lodged with the Company's Hong Kong Branch Share Registrar, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on 20 May 2014. The register of members of the Company will be closed from 21 May 2014 to 23 May 2014 (both dates inclusive) to determine the entitlement of dividends.
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.
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Upon the Share Premium Cancellation becoming effective, the Company will have the further flexibility to declare dividends to the Shareholders. As such, the Directors consider that the Share Premium Cancellation is in the interests of the Company and the Shareholders as a whole.
To the best of the Directors' knowledge, information and belief, no Shareholders have a material interest in the Share Premium Cancellation and no Shareholders shall have to abstain from voting at the AGM in respect of the resolution(s) approving the Share Premium Cancellation.
A circular containing, among other matters, information regarding the Share Premium Cancellation together with a notice of the AGM will be despatched to the Shareholders as soon as practicable.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions shall have the following meaning:
"AGM" the forthcoming annual general meeting of the Company
"Board" the board of directors of the Company
"Companies Act" the Companies Act 1981 of Bermuda (as revised from time to time)
"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
"Director(s)" Director(s) of the Company
"Group" the Company and its subsidiaries
"Listing Rules" the Rules Governing the Listing of Securities on the Stock
Exchange
"PRC" the People's Republic of China
"Record Date" 2 3 M a y 2014, being the date by reference to which entitlements to the final dividend will be determined
"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)
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"Share Premium Account" the share premium account of the Company
"Share Premium Cancellation" the proposed cancellation of HK$200,000,000 out of the amount standing to the credit of the Share Premium Account of the Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"HK$" Hong Kong dollars
"%" per cent
By order of the Board
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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