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.

This announcement is for information purposes only, and does not constitute an invitation or an offer to acquire, purchase or subscribe for securities. No public offer of the securities referred to herein will be made in Hong Kong, the United States or any other jurisdiction.

Neither this announcement nor anything herein constitutes an offer of securities for sale or solicitation of an offer to buy securities in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any other jurisdiction, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.

Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the Company making the offer and its management and financial statements. The Company has not registered and does not intend to register, any of the securities in the United States. This announcement is not for distribution, directly or indirectly, in or into the United States.

SUNNY OPTICAL TECHNOLOGY (GROUP) COMPANY LIMITED ഭρΈኪ߅Ҧ€ණྠϞࠢʮ̡

(incorporated in the Cayman Islands with limited liability)

(Stock code: 2382.HK)

PROPOSED ISSUANCE OF U.S. DOLLAR DENOMINATED

UNSECURED BONDS

The Company proposes to conduct an issuance of unsecured bonds denominated in U.S. dollars which will be offered to professional investors only. The Company will commence a series of roadshow presentations beginning on or around 11 January 2018 to professional investors. The proposed Bonds Issue will only be offered and sold outside the United States in accordance with Regulation S under the U.S. Securities Act.

Citigroup Global Markets Limited and UBS AG Hong Kong Branch are the joint global coordinators, Citigroup Global Markets Limited, UBS AG Hong Kong Branch and BNP Paribas are the joint bookrunners and joint lead managers of the proposed Bonds Issue.

The Company intends to use the new proceeds for funding capital expenditures, fulfilling working capital requirements, refinancing existing indebtedness and other general corporate purposes.

No definitive or binding agreement in relation to the proposed Bonds Issue has been entered into as at the date of this announcement, and accordingly, the proposed Bonds Issue may or may not materialise. Completion of the proposed Bonds Issue is subject to, among other things, market conditions and investor interest. Accordingly, potential investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company.

Further announcements in respect of the proposed Bonds Issue will be made by the Company as and when appropriate.

This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (CAP 571 of the Laws of Hong Kong).

  • 1. INTRODUCTION

    The Company proposes to conduct an issuance of unsecured bonds which will be offered to professional investors only. It is intended that the Bonds will constitute direct, unconditional, unsubordinated and, subject to the terms and conditions of the Bonds, unsecured obligations of the Company denominated in U.S. dollars.

    Completion of the Bonds Issue is subject to, among other things, market conditions and investor interest. The size and pricing of the proposed Bonds Issue will be determined following a book-building process to be conducted by the joint bookrunners and joint lead managers of the proposed Bonds Issue.

    The Company will commence a series of roadshow presentations beginning on or around 11

    January 2018 to professional investors. The Bonds will only be offered outside the United States in accordance with Regulation S under the U.S. Securities Act.

    Citigroup Global Markets Limited and UBS AG Hong Kong Branch are the joint global coordinators, Citigroup Global Markets Limited, UBS AG Hong Kong Branch and BNP Paribas are the joint bookrunners and joint lead managers of the proposed Bonds Issue.

    An offering circular which will be distributed to prospective investors of the Bonds will contain, amongst other things, details of the proposed Bonds Issue, the terms and conditions of the Bonds and risk factors relating to the Group and an investment in the Bonds.

  • 2. PROPOSED USE OF NET PROCEEDS

    The net proceeds of the proposed Bonds Issue will be used for funding capital expenditures, fulfilling working capital requirements, refinancing existing indebtedness and other general corporate purposes.

  • 3. LISTING

    The Company will seek a listing of the Bonds on the Hong Kong Stock Exchange. The listing of the Bonds on the Stock Exchange and quotation of any Bonds on the Hong Kong Stock Exchange is not to be taken as an indication of the merits of the Company or the Bonds.

  • 4. GENERAL

    No definitive or binding agreement in relation to the proposed Bonds Issue has been entered into as at the date of this announcement, and accordingly, the proposed Bonds Issue may or may not materialise. Completion of the proposed Bonds Issue is subject to, among other things, market conditions and investor interest. Accordingly, potential investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company.

To the best of the Directors' knowledge, information and belief, each of Citigroup Global Markets Limited, UBS AG Hong Kong Branch and BNP Paribas is an Independent Third Party. None of the Bonds will be offered to the public in Hong Kong and none of the Bonds will be placed to any connected person of the Company.

Further announcements in respect of the proposed Bonds Issue will be made by the Company as and when appropriate.

5.

DEFINITIONS

In this announcement, unless the context requires otherwise, the following expressions have the following meanings:

"Board"

the board of directors of the Company

"Bonds"

the U.S. dollar denominated unsecured bonds proposed to be

issued by the Company, as described in this announcement

"Bonds Issue"

the issuance of the Bonds by the Company

"Company"

Sunny Optical Technology (Group) Company Limited

"connected person(s)"

has the meaning ascribed to it under the Listing Rules

"Directors"

the directors of the Company

"Group"

the Company and its subsidiaries

"Hong Kong"

the Hong Kong Special Administrative Region of the PRC

"Hong Kong Stock

The Stock Exchange of Hong Kong Limited

Exchange"

"Independent Third

parties independent of the Company and its connected

Party(ies)"

persons

"Listing Rules"

The Rules Governing the Listing of Securities on the Hong

Kong Stock Exchange

"PRC" or "China"

the People's Republic of China, excluding Hong Kong,

the Macau Special Administrative Region of the People's

Republic of China and Taiwan for the purpose of this

announcement

3

"United States"

the United States of America, its territories and possessions and all areas subject to its jurisdiction

"U.S. dollars" or "US$"

United States dollars, the lawful currency of the United States

"U.S. Securities Act"

the United States Securities Act of 1933, as amended

By order of the Board

Sunny Optical Technology (Group) Company Limited

Ye Liaoning

Chairman and Executive Director

Hong Kong, 10 January 2018

As at the date of this announcement, the Board comprises Mr. Ye Liaoning, Mr. Sun Yang and Mr. Wang Wenjie, who are executive directors; Mr. Wang Wenjian, who is non-executive director, and Mr. Zhang Yuqing, Mr. Feng Hua Jun and Mr. Shao Yang Dong, who are independent non-executive directors.

Sunny Optical Technology (Group) Co. Ltd. published this content on 10 January 2018 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 09 January 2018 23:19:07 UTC.

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