Pacific Basin Shipping Limited — M&A Activity 2017

Mar 31, 2017

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.

CHINA SMARTER ENERGY GROUP HOLDINGS LIMITED 中 國 智 慧 能 源 集 團 控 股 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 1004)

MAJOR TRANSACTION

IN RELATION TO

ACQUISITION OF 100 MW SOLAR POWER PROJECT IN THE PRC

Financial Adviser to the Company

THE ACQUISITION

The Board is pleased to announce that on 31 March 2017, the Purchaser (an indirect whollyowned subsidiary of the Company), the Vendor and the Target Company entered into the Sale and Purchase Agreement, pursuant to which the Purchaser conditionally agreed to purchase, and the Vendor conditionally agreed to sell, the entire equity interest in the Target Company for the Consideration of RMB644,977,000 (approximately HK$728,824,000), subject to the Adjustment.

As at the date of this announcement, the Target Company is wholly-owned by the Vendor. Though the Project Company, the Target Company owns and operates the Target Project, being a grid-connected photovoltaic solar power project with an installed capacity of 100 MW located in Jinchuan District, Jinchang City, Gansu Province, the PRC. Upon Completion, the Target Company will become an indirect wholly-owned subsidiary of the Company.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios calculated in accordance with the Listing Rules in respect of the Acquisition are more than 25% and all the applicable percentage ratios are less than 100%, the Acquisition constitutes a major transaction of the Company and is subject to the reporting, announcement and Shareholders’ approval requirements under Chapter 14 of the Listing Rules.

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GENERAL

The SGM will be convened and held for the Shareholders to consider and, if thought fit, to approve the Sale and Purchase Agreement and the transactions contemplated thereunder.

A circular containing, among other things, further information on the Acquisition is expected to be despatched to the Shareholders on or before 30 June 2017, which is more than 15 business days after the publication of this announcement, as more time is required for the preparation of certain information to be included in the circular.

As Completion is subject to a number of Conditions, the Acquisition may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the securities of the Company.

INTRODUCTION

The Board is pleased to announce that on 31 March 2017, the Purchaser (an indirect whollyowned subsidiary of the Company), the Vendor and the Target Company entered into the Sale and Purchase Agreement, pursuant to which the Purchaser conditionally agreed to purchase, and the Vendor conditionally agreed to sell, the entire equity interest in the Target Company for the Consideration of RMB644,977,000 (approximately HK$728,824,000), subject to the Adjustment.

As at the date of this announcement, the Target Company is wholly-owned by the Vendor. Through the Project Company, the Target Company owns and operates the Target Project, being a grid-connected solar power project with an installed capacity of 100 MW located in Jinchuan District, Jinchang City, Gansu Province, the PRC. Upon Completion, the Target Company will become an indirect wholly-owned subsidiary of the Company.

THE SALE AND PURCHASE AGREEMENT

The principal terms of the Sale and Purchase Agreement are as follows:

Date

31 March 2017

Parties

• (1) Shanghai Gorgeous Smarter Energy Company Limited* (上海國之杰智慧能源有限公司), an indirect wholly-owned subsidiary of the Company, as the Purchaser;

• (2) Shanghai Guxin Asset Management Company Limited* (上海谷欣資產管理有限公司), as the Vendor; and

• (3) Qingdao Guxin Electricity Investment Company Limited* (青島谷欣電力投資有限公司), as the Target Company.

Subject matter

The Purchaser conditionally agreed to purchase, and the Vendor conditionally agreed to sell, the entire equity interest in the Target Company, in accordance with the terms and conditions of the Sale and Purchase Agreement. As at the date of this announcement, the Target

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Company holds the entire equity interest in the Project Company, being the principal asset of the Target Company. The Project Company owns and operates the Target Project, being a grid-connected solar power project with an installed capacity of 100 MW located in Jinchuan District, Jinchang City, Gansu Province, the PRC.

Consideration

The Consideration for the Acquisition under the Sale and Purchase Agreement is RMB644,977,000 (approximately HK$728,824,000), subject to the Adjustment, which comprises:

• (1) the Equity Interest Consideration of RMB492,960,000 (approximately HK$557,045,000); and

• (2) the Vendor’s Loans to the Target Company and Project Company on a consolidated basis as at the Reference Date of RMB152,017,000 (approximately HK$171,779,000).

The Parties acknowledged that the Consideration (subject to the Adjustment) is calculated in accordance with the following formula, and the Parties acknowledged that the financial figures below will be audited as at the Reference Date:

Consideration = (A + B + C) – (D + E)

where:

• A = the Project Value as at the Reference Date, being RMB1,050,000,000 (approximately HK$1,186,500,000)

• B = the cash balance held by the Target Company and the Project Company as at the Reference Date, being RMB4,608,000 (approximately HK$5,207,000)

• C = the Accounts Receivable as at the Reference Date, being RMB166,405,000 (approximately HK$188,038,000)

• D = the principal loan amounts and interests of the Target Company and Project Company payable to financial institutions as at the Reference Date, being RMB570,590,000 (approximately HK$644,767,000)

• E = other liabilities of the Target Company and the Project Company as at the Reference Date, being RMB5,446,000 (approximately HK$6,154,000)

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Project Value

The Parties acknowledged that the Project Value of the Target Project is RMB1,050,000,000 (approximately HK$1,186,500,000), which is calculated in accordance with the following formula based on the production capacity per watt of the Target Project of RMB10.5:

100 MW x RMB10.5 per watt = RMB1,050,000,000 (approximately HK$1,186,500,000)

Equity Interest Consideration

The Equity Interest Consideration comprises:

• (1) the Accounts Receivable as at the Reference Date of RMB166,405,000 (approximately HK$188,038,000); and

• (2) the Remaining Equity Interest Consideration of RMB326,555,000 (approximately HK$369,007,000).

Payment of the Consideration

• (i) Equity Interest Consideration

The Equity Interest Consideration shall be payable in the following manners in accordance with the Sale and Purchase Agreement:

• (a) within 5 Business Days from the date of the Sale and Purchase Agreement, the Purchaser shall pay the amount of RMB65,311,000 (approximately HK$73,801,000), representing 20% of the Remaining Equity Interest Consideration, to the designated bank account of the Vendor via bank transfer;

• (b) upon the satisfaction of the Conditions and within 5 Business Days from Completion, the Purchaser shall pay the amount of RMB228,588,500 (approximately HK$258,305,000), representing 70% of the Remaining Equity Interest Consideration, to the designated bank account of the Vendor via bank transfer;

• (c) within 5 Business Days from the date on which all the discrepancies in the Target Project have been rectified by the Target Company and all the relevant compliance approvals in relation to the Target Project prescribed under the Sale and Purchase Agreement have been obtained by the Target Company, the Purchaser shall pay the amount of RMB32,655,500 (approximately HK$36,901,000), representing 10% of the Remaining Equity Interest Consideration, to the designated bank account of the Vendor via bank transfer; and

• (d) the Accounts Receivables as at the Reference Date of RMB166,405,000 (approximately HK$188,038,000) shall be payable by the Purchaser to the Vendor within 5 Business Days from the date on which the Project Company each time receives such sum of the Accounts Receivables; notwithstanding the above, the Purchaser shall pay to the Vendor any Accounts Receivables received by the Project Company between the Reference Date and the Completion Date within 5 Business Days from Completion.

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(ii) Vendor’s Loans

The Vendor’s Loans as at the Reference Date amount to RMB152,017,000 (approximately HK$171,779,000), and shall be payable in the following manners in accordance with the Sale and Purchase Agreement:

• (a) Upon the satisfaction of the Conditions and within 5 Business Days from Completion, the Purchaser shall procure the Target Company to pay RMB136,815,300 (approximately HK$154,601,000), representing 90% of the Vendor’s Loans as at the Reference Date, to the designated bank account of the Vendor via bank transfer. The Vendor shall provide the Purchaser with the management accounts of the Target Company and the Project Company on the Completion Date. If the value of the Vendor’s Loans as at the Completion Date is lower than that as at the Reference Date upon the reasonable judgment of the Vendor and the Purchaser, the amount payable in this paragraph shall be adjusted to 90% of the Vendor’s Loans as stated in such management accounts as at the Completion Date.

• (b) Within 5 Business Days from the date on which all the discrepancies in the Target Project have been rectified by the Target Company and all the relevant compliance approvals in relation to the Target Project prescribed under the Sale and Purchase Agreement have been obtained by the Target Company, the Purchaser shall procure the Target Company to transfer the remaining amount of the Vendor’s Loans, as adjusted in accordance with the audited accounts as at the Completion Date, to the Vendor or its designated associate(s) via bank transfer.

Adjustment of the Consideration

The Parties agreed that an institution jointly appointed by the Purchaser and the Vendor shall conduct an audit on the financial statements of the Target Company and the Project Company as at the Completion Date, and the value of the Vendor’s Loans shall be adjusted based on the value as at the Completion Date as opposed to the Reference Date.

Without prejudice to the above, if (1) other liabilities of the Target Company which are not disclosed in the Sale and Purchase Agreement exist as at the Reference Date; (2) other liabilities of the Target Company which are not disclosed by the Vendor exist as at the Completion Date; or (3) it is revealed from the audited accounts upon Completion that (a) liabilities or expenses which are outside the normal operation of the Target Company or (b) unnecessary and unreasonable liabilities or expenses, exist as at the Completion Date, such liabilities and expenses shall be borne by the Vendor, and the Vendor shall compensate the Purchaser and the Target Company, and the Purchaser shall be entitled to set off such liabilities and expenses against the unpaid and payable Consideration, in which case the Vendor shall continue to be responsible for any outstanding amount of such liabilities and expenses.

Basis of the Consideration

The Consideration for the Acquisition was determined after arm’s length negotiations between the Purchaser and the Vendor principally taking into account, among other things, the development and maintenance costs, the availability of sunlight in the area of the Target Project, the rate of feed-in tariff and references to historical market comparable transactions. Having considered the aforementioned factors, the fact that the Target Project has achieved

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on-grid connection and that it would provide steady income from the sales of electricity to the Group, the Directors (including the independent non-executive Directors) are of the view that the Consideration is fair and reasonable.

The Acquisition will be funded by the internal resources of the Group.

Conditions

Completion is subject to and conditional upon the satisfaction of the following Conditions, or waived by the Purchaser in writing (save for Condition (2) below which shall not be waived):

• (1) the Vendor having obtained all necessary consents, approvals and other relevant documentations in accordance with the relevant laws and the articles of association of the Vendor and the Target Company in respect of the Acquisition and other relevant matters;

• (2) each of the Purchaser and the Company having obtained all necessary consents, approvals and other relevant documentations in accordance with the relevant laws, their respective articles of association, and the rules of the relevant stock exchange(s) in respect of the Acquisition and other relevant matters (including but not limited to having complied with the relevant compliance requirements of a listed company as required by the Stock Exchange, and the approval of the Sale and Purchase Agreement and the transactions contemplated thereunder in the general meeting of the Company);

• (3) save for the Vendor’s Loans, the Export-Import Bank Loans and the liabilities acknowledged by the Purchaser, there being no any other liabilities and/or contingent liabilities of Target Company and the Project Company;

• (4) there being no guarantee for third party’s debt provided by the Target Company or the Project Company;

• (5) there being no judgment, award, ruling or injunction by any law, court, arbitration body or the relevant competent government authority which would limit, prohibit or cancel the Acquisition, and there being no pending or potential action, arbitration, judgment, award, ruling or injunction which have or are proved with evidence to have any Material Adverse Effect;

• (6) all representations, warranties and undertakings given by the Vendor and the Target Company under the Sale and Purchase Agreement remaining true, accurate and complete in all material respects (and no such representations, warranties and undertakings being untrue, inaccurate or incomplete which have any Material Adverse Effect), as at the date of the Sale and Purchase Agreement and as at the Completion Date, and the Vendor and Target Company having fulfilled their respective undertakings which shall be fulfilled prior to the Completion Date and there being no breach of any terms in the transactional documents (and there being no breach of such undertakings which shall be fulfilled prior to the Completion Date or terms in the transactional documents which have any Material Adverse Effect);

• (7) there being no event, fact, condition, change or other circumstances that have, or are proved with evidence to have any Material Adverse Effect on the assets, financial condition, liabilities, technology, profit prospects and normal operation of the Target Company and the Project Company, as at the date of the Sale and Purchase Agreement and as at the Completion Date;

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• (8) the Purchaser having completed the due diligence review on the Target Company and the Target Project and not having discovered any Material Adverse Effect, or the Purchaser having discovered certain Material Adverse Effect but which have been remedied by the Vendor and/or Target Company and/or Project Company; and

• (9) there being no other Material Adverse Effect on the Target Company, the Project Company and the Target Project.

The Vendor undertook to procure the Conditions to be fulfilled by 30 June 2017, or such other date as agreed between the Vendor and the Purchaser. If the fulfillment of any Conditions requires the cooperation of the Purchaser, the Purchaser agreed to cooperate to the extent that is reasonable and necessary.

Completion

The parties shall complete the registration procedures with the relevant administrative authority for industry and commerce in the PRC in accordance with the terms of the Sale and Purchase Agreement within three Business Days after the satisfaction or the waiver of the Condition by the Purchaser in writing in accordance with terms of the Sale and Purchase Agreement. Completion shall take place upon completion of such registration procedures.

Debt rearrangements

With a view to accomplishing the Acquisition, the Vendor undertakes to rearrange the debts of the Target Company and the Project Company, to ensure that the Target Company and the Project Company do not have any outstanding liabilities as at the Completion Date, save for any shareholders’ loan and third party’s debt as acknowledged by the Purchaser. The debt rearrangements comprise the following:

Debt rearrangements in relation to the Vendor’s Loans

For the Vendor’s Loans owed by the Target Company and the Project Company as at the Reference Date (including the principal amount and interests, as evidenced by the executed version of the relevant loan document(s) and the corresponding payment records, and as listed in the Sale and Purchase Agreement), the Vendor shall rearrange such Vendor’s Loans as the debts owed by the Target Company to the Vendor prior to the Completion Date, and the Target Company shall repay such debts in accordance with the paragraph headed ‘‘Consideration — Payment of the Consideration — (ii) Vendor’s Loans’’ above. The Vendor confirmed that no interest shall be accrued to the Vendor’s Loans subsequent to the Reference Date.

Financial institution liabilities

The Export-Import Bank Loans owed by the Project Company to the Export-Import Bank of China with the principal amount and interest of not more than RMB500,237,000 (approximately HK$565,268,000) as at the Reference Date shall continue to be borne by the Project Company and repaid in accordance with the relevant contractual arrangements with the Export-Import Bank of China.

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Other third parties debts

The Vendor shall procure the Target Company and the Project Company to repay in full, prior to the Completion Date, other existing liabilities of the Target Company and of the Project Company between the date of the Sale and Purchase Agreement and the Completion Date.

INFORMATION ON THE TARGET GROUP

The Target Company was incorporated under the laws of the PRC on 29 January 2016 and is an investment holding company.

The Project Company was incorporated under the laws of the PRC on 11 November 2013 and is the wholly-owned subsidiary of the Target Company. The Project Company is the sole subsidiary of the Target Company, and is principally engaged in the construction, operation and management of the Target Project.

Based on the consolidated financial statements of the Project Company prepared in accordance with the PRC Generally Accepted Accounting Principles, the financial information of the Project Company for each of the three years ended 31 December 2014, 2015 and 2016 was approximately as follows:

	For the	year ended 31 December	year ended 31 December
	2014	2015	2016
	(audited)	(audited)	(unaudited)
	(RMB)	(RMB)	(RMB)
Revenue	47,702,000	94,499,000	80,555,000
	(approximately	(approximately	(approximately
	HK$53,903,000)	HK$106,784,000)	HK$91,027,000)
Loss before taxation and extraordinary items	(15,499,000)	(7,545,000)	(1,445,000)
	(approximately	(approximately	(approximately
	HK$17,514,000)	HK$8,526,000)	HK$1,633,000)
Loss after taxation and extraordinary items	(15,501,000)	(7,545,000)	(1,445,000)
	(approximately	(approximately	(approximately
	HK$17,516,000)	HK$8,526,000)	HK$1,633,000)

The unaudited net asset value of the Project Company as at 31 December 2016 was approximately RMB282,052,000 (approximately HK$318,719,000).

Shanghai Gorgeous, a controlling shareholder of the Company, has provided a guarantee in favour of the Project Company in respect of its loan from the Export-Import Bank of China pursuant to the loan agreement dated 31 March 2016 with the principal amount of RMB499,625,000 (approximately HK$564,576,000). Shanghai Gorgeous received a one-off fee of RMB9,992,500 (approximately HK$11,292,000) from the Project Company for the provision of the guarantee.

INFORMATION ON THE VENDOR

The Vendor is a company incorporated under the laws of the PRC with limited liability and is an investment holding company.

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To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Vendor and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons.

INFORMATION ON THE GROUP

The Company is a company incorporated under the laws of Bermuda as an exempted company with limited liability. The Group is principally engaged in clean energy business and investment business.

The Purchaser is a company incorporated under the laws of the PRC with limited liability and an indirect wholly-owned subsidiary of the Company. The Purchaser is principally engaged in investment holding.

REASONS FOR AND BENEFITS OF THE ACQUISITION

As the PRC government has selected solar energy as one of the key ways to promote clean energy over the next decade, the Company has been actively looking for potential investments in the solar sector and will focus on the strategic development of the solar power generation business and devote more resources in such business in the coming future. In order to tap into this fast growing market, the Group has been and will continue to identify and invest in suitable projects with good potential. The Company is confident that the solar energy business will become the key growth contributor to the Group’s business in both short and long run.

Having taken into consideration the fact that the Target Project owned by the Project Company has successfully achieved on-grid connection and enrolled in the Sixth Catalog for Additional Subsidies for Renewable Energy Electricity Prices* (可再生能源電價附加資金補助 目錄（第六批）), which enjoys the feed-in tariff benefits for renewable energy by the PRC government, the Directors (including the independent non-executive Directors) are of the view that the Acquisition will enable the Group to further expand its scale of business in the solar energy sector and enhance return to the Shareholders.

Based on the above, the Directors (including the independent non-executive Directors) are of the view that the terms of the Sale and Purchase Agreement and the transactions contemplated thereunder are fair and reasonable, and the Acquisition is in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios calculated in accordance with the Listing Rules in respect of the Acquisition are more than 25% and all the applicable percentage ratios are less than 100%, the Acquisition constitutes a major transaction of the Company and is subject to the reporting, announcement and Shareholders’ approval requirements under Chapter 14 of the Listing Rules.

As Completion is subject to a number of Conditions, the Acquisition may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the securities of the Company.

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GENERAL

The SGM will be convened and held for the Shareholders to consider and, if thought fit, to approve the Sale and Purchase Agreement and the transactions contemplated thereunder.

A circular containing, among other things, further information on the Acquisition is expected to be despatched to the Shareholders on or before 30 June 2017, which is more than 15 business days after the publication of this announcement, as more time is required for the preparation of certain information to be included in the circular.

DEFINITIONS

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

• ‘‘Accounts the accounts receivable(s) of the Project Company Receivable(s)’’

• ‘‘Acquisition’’ the proposed acquisition of the entire equity interests in the Target Company by the Purchaser from the Vendor pursuant to the Sale and Purchase Agreement

• ‘‘Adjustment’’ the adjustment of the Consideration as set out in the section headed ‘‘Consideration — Adjustment of the Consideration’’ in this announcement

• ‘‘associate(s)’’ any party who, directly or indirectly through one or more intermediaries, control, is controlled by, or is jointly controlled by the other party

• ‘‘Board’’ the board of Directors

• ‘‘Business Day(s)’’ a day (other than a Saturday, a Sunday, a public holidays in Hong Kong or the PRC, or a day on which a tropical cyclone warning no.8 or above is hoisted or a black rainstorm warning signal is given in Hong Kong at any time between 9: 00 a.m. to 5: 00 p.m.) on which banks in the PRC and Hong Kong are open for normal business

• ‘‘Company’’ China Smarter Energy Group Holdings Limited (中國智慧能源集團控 股有限公司*), a company incorporated under the laws of Bermuda as an exempted company with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1004)

• ‘‘Condition(s)’’ the condition(s) precedent to Completion, as more particularly set out in the section headed ‘‘The Sale and Purchase Agreement — Conditions’’ in this announcement

• ‘‘connected has the meanings ascribed to it under the Listing Rules person(s)’’

• ‘‘controlling has the meaning ascribed to it under the Listing Rules shareholder(s)’’

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‘‘Completion’’

• completion of the Sale and Purchase Agreement in accordance with the terms and conditions set out therein

• ‘‘Completion Date’’ the date on which Completion takes place in accordance with the section headed ‘‘The Sale and Purchase Agreement — Completion’’ in this announcement

• ‘‘Consideration’’ a consideration for the Acquisition under the Sale and Purchase Agreement, being RMB644,977,000 (approximately HK$728,824,000), subject to the Adjustment

• ‘‘Director(s)’’ director(s) of the Company

• ‘‘Equity Interest the amount of RMB492,960,000 (approximately HK$557,045,000) Consideration’’

• ‘‘Export-Import Bank the loan owed by the Project Company to the Export-Import Bank of Loan’’ China in the principal amount and interest of not more than RMB500,237,000 (approximately HK$565,268,000) as at the Reference Date

• ‘‘Group’’ the Company and its subsidiaries ‘‘HK$’’ Hong Kong dollar(s), the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• ‘‘Material Adverse any actual adverse effect or effect that affects the normal operation of Effect’’ the Target Company and the Project Company, other than normal operating expenses, which, under reasonable judgment, would exist on the value of the Target Company or its equity interest

• ‘‘MW’’ megawatt, which equals to 1,000,000 watts

‘‘Parties’’	collectively, the Vendor, the Purchaser and the Target Company
‘‘PRC’’	the People’s Republic of China, which, for the purpose of this
	announcement, excludes Hong Kong, Macau Special Administrative
	Region of the PRC and Taiwan
‘‘Project Company’’	Jinchang Disheng Solar Energy Electricity Generation Company
	Limited* (金昌迪生太陽能發電有限公司), a company incorporated
	under the laws of the PRC with limited liability and the wholly-owned
	subsidiary of the Vendor
‘‘Project Value’’	the project value of the Target Project of RMB1,050,000,000
	(approximately HK$1,186,500,000), which is calculated in
	accordance with the formula set out in the section headed ‘‘The Sale
	and Purchase Agreement — Consideration — Project Value’’ in this
	announcement

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‘‘Purchaser’’

Shanghai Gorgeous Smarter Energy Company Limited* (上海國之杰 智慧能源有限公司), a company incorporated in the PRC with limited liability and an indirect wholly-owned subsidiary of the Company

• ‘‘Reference Date’’ 30 September 2016

• ‘‘Remaining Equity the amount of RMB326,555,000 (approximately HK$369,007,000) Interest Consideration’’

• ‘‘RMB’’ Renminbi, the lawful currency of the PRC

• ‘‘Sale and Purchase the sale and purchase agreement dated 31 March 2017 entered into Agreement’’ among the Purchaser, the Vendor and the Target Company in relation to, among other things, the Acquisition

• ‘‘Shanghai Gorgeous’’ Shanghai Gorgeous Investment Development Company Limited* (上 海國之杰投資發展有限公司), a company incorporated under the laws of the PRC with limited liability, and a controlling shareholder of the Company

• ‘‘Share(s)’’ ordinary share(s) of HK$0.0025 each in the share capital of the Company

• ‘‘Shareholder(s)’’ holder(s) of the Shares

• ‘‘SGM’’ the special general meeting of the Company to be convened and held for the Shareholders to consider and, if thought fit, approve the Sale and Purchase Agreement and the transactions contemplated thereunder

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Target Company’’ Qingdao Guxin Electricity Investment Company Limited* (青島谷欣 電力投資有限公司), a company incorporated under the laws of the PRC with limited liability

• ‘‘Target Group’’ the Target Company and its wholly-owned subsidiary, namely, the Project Company

• ‘‘Target Project’’ the grid-connected solar power project with an installed capacity of 100 MW located in Jinchuan District, Jinchang City, Gansu Province, the PRC

• ‘‘Vendor’’ Shanghai Guxin Asset Management Company Limited* (上海谷欣資 產管理有限公司), a company incorporated under the laws of the PRC with limited liability

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‘‘Vendor’s Loans’’

the loans payable by the Target Company and the Project Company to the Vendor and its associates

‘‘%’’

per cent

By order of the Board China Smarter Energy Group Holdings Limited Wang Hao Chairman

Hong Kong, 31 March 2017

For the purpose of this announcement, translations of RMB into HK$ or vice versa have been calculated by using an exchange rate of RMB1.00 equal to HK$1.13. Such exchange rate has been used, where applicable, for the purpose of illustration only and does not constitute a representation that any amounts were, may have been or will be exchanged at such rate or any other rates or at all.

As at the date of this announcement, the Board comprises nine Directors, of whom six are executive Directors, namely Mr. Wang Hao, Mr. Ko Tin Kwok, Ms. Zhao Li, Mr. Lam Kwan Sing, Mr. Hon Ming Sang and Mr. Hu Hanyang; and three are independent non-executive Directors, namely Mr. Fok Ho Yin, Thomas, Mr. Li Hui and Mr. Lam Cheung Mau.

• For identification purposes only

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