Hanergy Solar : UPDATE ON RESUMPTION OF TRADING CIVIL COURT ORDERS AND CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTORS

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.

漢 能 薄 膜 發 電 集 團 有 限 公 司

(Incorporated in Bermuda with limited liability)

The SFC sets out two requirements for the resumption of trading of the Company's shares. The SFC has obtained Civil Court Orders in the Section 214 Proceedings to disqualify one former and four current directors of the Company from being a director or being involved, directly or indirectly, in the management of any corporation for a certain period in Hong Kong. Given the Civil Court Orders, the first requirement set out by the SFC for the resumption of trading of the Company's shares on the Stock Exchange was completed. The Company has been putting its best endeavours to fulfill the second requirement in respect of the Disclosure Document.

The Board clarifies that the Company is not a party to the Section 214 Proceedings and the Civil Court Orders will not affect the business operations of the Group.

According to the Civil Court Orders, Ms. Zhao Lan, Mr. Wang Tongbo, Professor Xu Zheng and Dr. Wang Wenjing are no longer qualified to act as the Hong Kong Company's independent non- executive directors, and accordingly, the appointment of Ms. Zhao, Mr. Wang, Professor Xu and Dr. Wang as the independent non-executive directors of the Company has been terminated on 4 September 2017.

The Board announces that with effect from 4 September 2017:

1. Dr. Lo Man Tuen was appointed as an independent non-executive director of the Company, a member of the audit committee and the remuneration committee and the chairman of the nomination committee of the Board;

2. Prof. He Xiaofeng was appointed as an independent non-executive director of the Company, a member of the audit committee and the nomination committee and the chairman of the remuneration committee of the Board;

3. Prof. Zhang Qiusheng was appointed as an independent non-executive director of the Company, a member of the remuneration committee and the nomination committee and the chairman of the audit committee of the Board; and

4. Mr. Wang Dan was appointed as an independent non-executive director of the Company, a member of the audit committee, the remuneration committee and the nomination committee of the Board.

Reference is made to the announcement (the "Announcement") of Hanergy Thin Film Power Group Limited (the "Company") dated 23 January 2017 in relation to, among other things, the discussion with the Securities and Futures Commission of Hong Kong ("SFC") and the Company to seek resumption of trading of the Company's shares on The Stock Exchange of Hong Kong Limited ("Stock Exchange").

Based on the discussions and an understanding reached between the SFC and the Company, the SFC sets out two requirements for the resumption of trading of the Company's shares. The first requirement is that Mr. Li Hejun ("Mr Li", an executive director and the Chairman of the Company from 15 May 2014 to 20 May 2016) and the four independent non-executive directors ("INEDs") of the Company, namely, Ms. Zhao Lan ("Ms. Zhao"), Mr. Wang Tongbo ("Mr. Wang"), Professor Xu Zheng ("Professor Xu") and Dr. Wang Wenjing ("Dr. Wang"), agree not to contest liability and the Civil Court Orders sought by the SFC in the civil proceedings commenced by the SFC under section 214 of the Securities and Futures Ordinance (Cap. 571) against them ("Section 214 Proceedings"). The second requirement is the publication of a disclosure document by the Company ("Disclosure Document") which will provide detailed information on the Company, its activities, business, assets, liabilities, financial performance and prospects.

The board of directors (the "Board") of the Company noted that the SFC has obtained orders from the High Court of Hong Kong (the "Civil Court Orders") which, inter alia, disallow the above five persons from being a director or being involved, directly or indirectly, in the management of any corporation for a certain period in Hong Kong. According to the Civil Court Orders, Mr. Li will be disqualified from being a director or being involved in the management of any listed or unlisted company in Hong Kong for 8 years. Ms. Zhao and Mr. Wang will be both disqualified for 4 years. Professor Xu and Dr. Wang will be both disqualified for 3 years.

The first requirement set out by the SFC for the resumption of trading of the Company's shares was completed. The Company has been putting its best endeavours to fulfill the second requirement in respect of the Disclosure Document. The Company will make further announcement(s) on the progress of its resumption plan.

The Board clarifies that the Company is not a party to the Section 214 Proceedings and the Civil Court Orders will not affect the business operations of the Group.

According to the Civil Court Orders, Ms. Zhao, Mr. Wang, Professor Xu and Dr. Wang are no longer qualified to act as the Hong Kong Company's independent non-executive directors, and accordingly, the appointment of Ms. Zhao, Mr. Wang, Professor Xu and Dr. Wang as independent non-executive directors of the Company has been terminated on 4 September 2017 (the "Termination").

Each of Ms. Zhao, Mr. Wang, Professor Xu and Dr. Wang has confirmed that (i) he/she has no claim against the Company in respect of the Termination and there is no disagreement between him/ her and the Board; and (ii) there are no matters that need to be brought to the attention of the Stock Exchange and the shareholders of the Company in relation to the Termination.

Save as disclosed above, the Board is not aware of any other matters in relation to the Termination that need to be brought to the attention of the shareholders of the Company.

The Board announces that with effect from 4 September 2017:

1. Dr. Lo Man Tuen ("Dr. Lo") was appointed as an independent non-executive director of the Company, a member of the audit committee and the remuneration committee and the chairman of the nomination committee of the Board;

2. Prof. He Xiaofeng ("Prof. He") was appointed as an independent non-executive director of the Company, a member of the audit committee and the nomination committee and the chairman of the remuneration committee of the Board;

3. Prof. Zhang Qiusheng ("Prof. Zhang") was appointed as an independent non-executive director of the Company, a member of the remuneration committee and the nomination committee and the chairman of the audit committee of the Board; and

4. Mr. Wang Dan ("Mr. Wang") was appointed as an independent non-executive director of the Company, a member of the audit committee, the remuneration committee and the nomination committee of the Board.

Save as disclosed above, as at the date of this announcement, Dr. Lo has not held (i) any other positions with the Company or its subsidiaries; and (ii) any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Save as disclosed above, as at the date of this announcement, Dr. Lo (i) does not have any other major appointments and professional qualifications; (ii) does not have any relationship with any directors, senior management, or controlling shareholders of the Company; and (iii) is not interested or deemed to be interested in any shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)).

Dr. Lo has entered into an appointment letter with the Company, with a term of three years from 4 September 2017 to 3 September 2020, subject to retirement by rotation and other relevant provisions as stipulated in the bye-laws of the Company. Dr. Lo is entitled to receive monthly director's fee of HK$20,000, which were determined with reference to the prevailing market conditions, Dr. Lo's duties, contributions and responsibilities.