If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Hanergy Thin Film Power Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

HANERGY THIN FILM POWER GROUP LIMITED

漢能薄膜發電集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 566) PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES RE-ELECTION OF DIRECTORS AMENDMENTS TO THE BYE-LAWS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Hanergy Thin Film Power Group Limited (the "Company") to be held at Conference Room, No. 0-A, Anli Road, Chaoyang District, Beijing, the People's Republic of China (East Gate, North Park, Olympic Forest Park) on Thursday, 8 June 2017 at 10:00 a.m. is set out on pages 15 to 19 of this circular.

Whether or not you are able to attend the meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not later than

48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so desire and in such event, the form of proxy previously submitted shall be deemed to be revoked.

26 April 2017

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 APPENDIX I - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . 6 APPENDIX II - PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . 15

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

"AGM" the annual general meeting of the Company to be held at 10:00 a.m. on Thursday, 8 June 2017 or any adjournment thereof

"Board" the board of Directors of the Company

"Bye-laws" the bye-laws of the Company

"Company" Hanergy Thin Film Power Group Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Stock Exchange

"Director(s)" the director(s) of the Company

"Group" the Company and its subsidiaries

"HK$" Hong Kong dollar, the lawful currency of Hong Kong

"Hong Kong" the Hong Kong Special Administrative Region of the

People's Republic of China

"Issue Mandate" the general mandate proposed to be granted to the Directors

to exercise the powers of the Company to allot, issue and deal with new Shares as set out in the notice of the AGM

"Latest Practicable Date" 21 April 2017, being the latest practicable date prior to the

printing of this circular for ascertaining certain information contained in this circular

"Listing Rules" the Rules Governing the Listing of Securities on the Stock

Exchange

"PRC" People's Republic of China (for the purpose of this circular excluding Hong Kong and the Macau Special Administrative Region)

"Repurchase Mandate" the general mandate proposed to be granted to the Directors

to exercise the powers of the Company to repurchase Shares as set out in the notice of the AGM

"SFC" The Securities and Futures Commission of Hong Kong

"SFO" the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended, supplemented or modified from time to time

"Share(s)" ordinary share(s) of HK$0.0025 each in the share capital of the Company

"Shareholder(s)" holder(s) of Share(s) for the time being

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Takeovers Code" the Hong Kong Codes on Takeovers and Mergers "%" per cent

Hanergy Thin Film Power Group Ltd. published this content on 26 April 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 26 April 2017 08:09:15 UTC.

Original documenthttp://www.hanergythinfilmpower.com/images/------yingwen_0566cir-20170426.pdf

Public permalinkhttp://www.publicnow.com/view/27138F3EC0C496D6648599320A5531A59DF622A4