Hanergy Solar : SOLAR POWER PLANT PROJECT IN GHANA AND RESUMPTION OF TRADING IN SHARES

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)

The Company is pleased to announce that on 30 March 2014, Hanergy Power Group (being a wholly-owned subsidiary of the Company), Savanna Pride and Savanna Solar entered into the Shareholders' Agreement. Hanergy Power Group owns 70% of equity in Savanna Solar. Savanna Solar owns the Ghana Project.
To the best of the Directors' knowledge and belief, Savanna Solar has on 11 June 2013 entered into a power purchase agreement with the relevant authority in Ghana in relation to the sale of electricity to be generated under the 400MW solar power plant project in the Northern Region of Ghana (currently under development) by Savanna Solar with a term of 25 years. Savanna Solar has obtained the temporary electricity generation license. According to the current information regarding Savanna Solar, it is expected that the total investment of the Ghana Project will amount to approximately US$1.1 billion. The Shareholders and potential investors of the Company should note that such total investment amount of the Ghana Project is an estimation based on the feasibility study report and the Company has not yet reached an agreement on the total investment amount of the Ghana Project, hence, the above expected total investment amount may or may not be materialized at such level or at all. The Shareholders and potential investors of the Company should exercise caution when dealing in the Shares.
As at the date of this announcement, the grid connection agreement between Savanna Solar and the relevant authority in Ghana as well as the matters regarding the transfer of land use right from Savanna Pride are pending. The above matters are expected to be completed in May 2014.

Trading in the Shares on the Stock Exchange was halted at the request of the Company with effect from 1:39 p.m. on 1 April 2014 pending the release of this announcement. Application has been made to the Stock Exchange for resumption of trading in the Shares with effect from 9:00 a.m. on 2 April 2014.

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The Company is pleased to announce that on 30 March 2014, Hanergy Power Group (being a wholly-owned subsidiary of the Company) entered into the Shareholders' Agreement with Savanna Pride and Savanna Solar to regulate the relationship among Hanergy Power Group, Savanna Pride and Savanna Solar including the composition of the board of Savanna Solar, shareholders' meeting, further funding and financing, dividend policy and transfer of shareholding in Savanna Solar.
The Shareholders' Agreement was made pursuant to the Share Purchase Agreement dated 2
November 2013 entered into between Hanergy Power Group, among others, Savanna Pride as seller and Savanna Solar as the target company, for the acquisition of 70% share capital of Savanna Solar.

Savanna Pride is a company incorporated in Ghana and is principally engaged in investment holding. To the best of the Directors' knowledge, information and belief, save for being the
30% shareholder of Savanna Solar, Savanna Pride and its ultimate beneficial owner(s) are independent of and not connected with the Company and its connected persons.
Savanna Solar is a company incorporated in Ghana and is owned as to 70% by Hanergy Power Group and as to 30% by Savanna Pride respectively. Savanna Solar is a special purpose vehicle to carry out solar power plant projects in Ghana.
Savanna Solar is a company incorporated on 3 October 2013 in Tamale, Northern Region, Ghana and is principally engaged in solar power plant projects in Ghana.
As at the date of this announcement, Savanna Solar is an indirect subsidiary of the Company owned as to 70%.
Since Savanna Solar is a recently incorporated company, save for its interest in the Ghana Project and the power purchase agreement referred to below, Savanna Solar does not have any other assets.

To the best of the Directors' knowledge and belief, Savanna Solar has on 11 June 2013 entered into a power purchase agreement with the relevant authority in Ghana in relation to the sale of electricity to be generated under the 400MW solar power plant project in the Northern Region of Ghana (currently under development) (the "Ghana Project") by Savanna Solar with a term of 25 years.
The construction and implementation of the 400MW project is planned to be in three phases with 100MW in the first year, 100MW in the second year and 200MW in the third year depending on the actual circumstances. Savanna Solar has obtained the temporary electricity generation license. According to the current information regarding Savanna Solar, it is expected that the total investment of the Ghana Project will amount to approximately US$1.1 billion.
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As at the date of this announcement, the grid connection agreement between Savanna Solar and the relevant authority in Ghana as well as the matters regarding the transfer of land use right from Savanna Pride are pending. The above matters are expected to be completed in May 2014.

Pursuant to the Share Purchase Agreement, subject to the fulfillment of certain conditions and further due diligence, Hanergy Power Group, Savanna Pride and Savanna Solar shall enter into a shareholders' agreement to govern the rights of the shareholders in Savanna Solar.
The Shareholders' Agreement has been entered into on 30 March 2014 and sets out the terms to govern the rights and obligations of the shareholders of Savanna Solar. Under the Shareholders' Agreement, Hanergy Power Group has the right to appoint and maintain two Directors in Savanna Solar and Savanna Pride has the right to appoint and maintain one Director in Savanna Solar. Board meetings of Savanna Solar shall be held at least once every three months and at such other times as circumstances may require.
There are also certain reserved matters which require unanimous consent of all directors including but not limited to any material change in the nature and scope of the business of Savanna Solar, carrying on any business outside Ghana, closing down of any business operation and any change of auditors of Savanna Solar.
Under the Shareholders' Agreement, within the time required for contribution by a foreign shareholder under the relevant Ghana laws, Hanergy Power Group shall contribute an amount in cash of US$200,000 and Savanna Pride shall contribute an amount in cash of US$86,000.
The above contribution amounts have been arrived at after arm's length negotiation between Hanergy Power Group and Savanna Pride after taking into consideration of, among others, the expected initial funding requirement of Savanna Solar.
The Shareholders' Agreement also contains provisions, among others, on shareholders' meeting, further funding and financing, dividend policy and transfer of shareholding in Savanna Solar.
The Directors (including the independent non-executive Directors of the Company) consider that the Shareholders' Agreement is entered into on normal commercial terms and fair and reasonable and in the interests of the Company and its Shareholders as a whole.
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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 Ghana Project is one of the largest thin-film solar power projects in the world, and it is also the first large scale photovoltaic power project of the Group in Africa. Being close to the equatorial regions with sufficient sunlight all the year, Africa has abundant solar resources and is the region with the most sunshine on the earth. Therefore, it has the unique advantage to develop solar energy. In recent years, governments of various African countries have initiated the plans and policies to develop renewable energies, such as solar energy.
The Ghana Project is in line with the strategy of the Company to diversify its revenue sources and also represents a further expansion of the geographical footprint to reduce risks. It will also allow the Group to take advantages of favourable regulatory policies for development of new energy in Ghana. It is also expected that the Ghana Project will promote the demand of the supply chain of thin-film solar products and will act as a demonstration of the technologies of the Group.
The Company is of the view that the thin-film solar panels manufactured with the technologies of the Group will fit the needs of the Ghana Project. The high temperature of the location of the Ghana Project provides a more suitable condition for the power generation of thin-film solar modules.
It is contemplated that the transaction will allow the Group to explore and develop its downstream solar power generation for the overseas market and represent a key milestone for the business development of the Group in Africa.
The Shareholders' Agreement sets out the terms to govern the rights and obligations of the shareholders of Savanna Solar. The terms of the Shareholders' Agreement were arrived at after arm's length negotiations between Hanergy Power Group and Savanna Pride with reference to, among others, the rights and obligations of each of them as shareholders in Savanna Solar and the Ghana Project.
The Directors, including the independent non-executive Directors, consider that the transactions contemplated under the Shareholders' Agreement are in the ordinary and usual course of business of the Group and the terms of the Shareholders' Agreement are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
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Savanna Pride is a substantial shareholder of Savanna Solar and is therefore a connected person of the Company under the Listing Rules. The entering into the Shareholders' Agreement constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules.
Given Savanna Pride is only connected with the Company at the level of its subsidiaries and the relevant percentage ratios in respect of the Shareholders' Agreement are less than 1%, the Shareholders' Agreement and the transactions contemplated thereunder are exempted from the reporting, announcement and the independent Shareholders' approval requirements under Rule
14A.31(2) of Chapter 14A of the Listing Rules.
No Director has material interest in the Ghana Project and the Shareholders' Agreement and the transactions contemplated thereunder, and as such, no Director has abstained from voting on the Board resolution to approve the Ghana Project, the Shareholders' Agreement and the transactions contemplated thereunder.
The Company will make further announcement in respect of the above relevant transactions in accordance with the applicable Listing Rules and comply with the applicable requirements of the Listing Rules as and when appropriate.

Trading in the Shares on the Stock Exchange was halted at the request of the Company with effect from 1:39 p.m. on 1 April 2014 pending the release of this announcement. Application has been made to the Stock Exchange for resumption of trading in the Shares with effect from
9:00 a.m. on 2 April 2014.

In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings:
"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
"Director(s)" Director(s) of the Company
"Ghana Project" the 400MW solar power plant project to be developed in
Northern Region of The Republic of Ghana of Africa
"Group" the Company and its subsidiaries
"Hanergy Power Group" Hanergy Global Solar Power Group Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Company
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"kWh" kilowatt-hour
"Listing Rules" the Rules Governing the Listing of Securities on the Stock
Exchange
"PRC" the People's Republic of China
"Savanna Pride" Savanna Pride Limited, a company incorporated in Ghana and a 30% shareholder of Savanna Solar
"Savanna Solar" Savanna Solar Limited, a company incorporated in Ghana and is owned as to 70% and 30% by Hanergy Power Group and Savanna Pride respectively
"Share(s)" ordinary share(s) of HK$0.0025 each in the share capital of the Company
"Share Purchase Agreement" the agreement dated 2 November 2013 and entered into by Hanergy Power Group with (among others) Savanna Pride in relation to the acquisition of 70% share capital of Savanna Solar
"Shareholder(s)" holder(s) of the Share(s)
"Shareholders' Agreement" the agreement dated 30 March 2014 and entered into among Hanergy Power Group, Savanna Pride and Savanna Solar to govern the rights and obligations of the shareholders of Savanna Solar
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"HK$" lawful currency of Hong Kong
"US$" lawful currency of the United States
"%" per cent
By order of the Board

Chairman and Chief Executive Officer

Hong Kong, 2 April 2014

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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