Xinte Energy Co., Ltd. — Capital/Financing Update 2021

Aug 5, 2021

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 offer to acquire, purchase or subscribe for securities, nor is it calculated to invite any such offer or invitation. Neither this announcement nor any copy thereof may be taken into or distributed, directly or indirectly, in or into the United States (including its territories and dependencies, any State of the United States and the District of Columbia). In particular, this announcement does not constitute and is not an offer to sell or a solicitation of any offer to purchase or subscribe for securities in the United States or elsewhere. The securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended. Any public offering of securities to be made in the United States will only be made by means of a prospectus that may be obtained from the issuer or selling security holder and that contains detailed information regarding the issuer and management as well as financial information. There is no intention to make a public offering of the securities referred to in this announcement in the United States.

XINTE ENERGY CO., LTD. 新特能源股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock code: 1799)

PLACING OF NEW H SHARES UNDER GENERAL MANDATE AND RESUMPTION OF TRADING

Placing Agent

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The Board is pleased to announce that on 5 August 2021 (before trading hours of the Stock Exchange), the Company and the Placing Agent entered into the Placing Agreement pursuant to which the Company agreed to issue the Placing Shares, and the Placing Agent agreed, as the placing agent of the Company, to procure Placees on a best effort basis to subscribe for the Placing Shares at the Placing Price and subject to the terms and conditions set out in the Placing Agreement. The Placing Shares will be allotted and issued pursuant to the General Mandate and are expected to be allotted to no less than six Placees who/which will be professional, institutional and/or other investors procured by the Placing Agent. It is expected that none of the Placees will become a substantial shareholder of the Company immediately after the Completion; and the Placees and their respective ultimate beneficial owners are independent of and not connected with the Company, and are not connected persons of the Company.

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On the assumption that the Placing Shares are fully placed, the aggregate gross proceeds from the Placing are expected to be approximately HK$1,034 million and the aggregate net proceeds (after deduction of the commissions and estimated expenses) from the Placing are expected to be approximately HK$1,017 million. The entire net proceeds from the Placing will be used for the 100,000-ton Polysilicon Project through capital injection to Inner Mongolia Xinte. Upon receipt of the proceeds from the Placing, the Group’s financial strength will be enhanced, which is conducive to accelerating the construction of the 100,000-ton Polysilicon Project, improving the Group’s financial position, reducing financial risks, enhancing the Group’s market competitiveness and profitability, and promoting the long-term healthy and sustainable development of the Group.

The 62,695,126 Placing Shares represent 20% of the existing number of H Shares in issue as at the date of this announcement, being 313,475,630 H Shares, and approximately 5.22% of the number of total issued Shares and approximately 16.67% of the number of H Shares as enlarged by the allotment and issue of the Placing Shares. The aggregate nominal value of the Placing Shares under the Placing will be RMB62,695,126.

The Placing Price represents:

• (a) a discount of approximately 13.79% to the closing price of HK$19.14 per H Share as quoted on the Stock Exchange on 4 August 2021, being the last trading day in respect of the Shares immediately prior to the date of the Placing Agreement;

• (b) a discount of approximately 11.78% to the average closing price of the H Shares of approximately HK$18.70 per H Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including 4 August 2021; and

• (c) a discount of approximately 13.31% to the average closing price of approximately HK$19.03 per H Share as quoted on the Stock Exchange for the last ten consecutive trading days up to and including 4 August 2021.

Application will be made by the Company to the Listing Committee for the approval for the listing of, and the permission to deal in, the Placing Shares. The Company has obtained the necessary PRC regulatory approval for the Placing, being the CSRC Approval.

The Company has applied to the Stock Exchange for the resumption of trading in the Shares with effect from 1:00 p.m. on 5 August 2021 following the publication of this announcement.

As the Completion is subject to the satisfaction of certain conditions precedent and the termination rights of the Placing Agent not being exercised, the Placing may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.

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PLACING OF NEW H SHARES

The Board is pleased to announce that on 5 August 2021 (before trading hours of the Stock Exchange), the Company and the Placing Agent entered into the Placing Agreement. The principal terms of the Placing Agreement are set out below.

THE PLACING AGREEMENT

Date

• 5 August 2021 (before trading hours of the Stock Exchange)

Parties

• (1) The Company (as the issuer); and

• (2) The Placing Agent (as the placing agent for the placing of the Placing Shares)

The Placing

Pursuant to the Placing Agreement, the Company agreed to issue the Placing Shares, and the Placing Agent agreed, as the placing agent of the Company, to procure Placees on a best effort basis to subscribe for the Placing Shares at the Placing Price and subject to the terms and conditions set out in the Placing Agreement.

The Placing Shares will be allotted and issued pursuant to the General Mandate.

Placing Shares

The 62,695,126 Placing Shares represent 20% of the existing number of H Shares in issue as at the date of this announcement, being 313,475,630 H Shares, and approximately 5.22% of the number of total issued Shares and approximately 16.67% of the number of H Shares as enlarged by the allotment and issue of the Placing Shares (assuming that there is no change in the issued share capital of the Company from the date of this announcement to the Closing Date save for the allotment and issue of the Placing Shares). The aggregate nominal value of the Placing Shares under the Placing will be RMB62,695,126.

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The Placees

Pursuant to the Placing Agreement, the Placing Agent will procure the Placing Shares to be allotted to no less than six Placees who/which will be professional, institutional and/or other investors procured by the Placing Agent. The choice of Placees for the Placing Shares shall be determined by the Placing Agent, subject to the requirements of the Listing Rules and in particular, the Placing Agent shall use its reasonable endeavours, such as based on the information available to such Placing Agent, information provided by the Company and/or confirmations from the Placees procured by the Placing Agent, to ensure that each Placee procured by such Placing Agent and the ultimate beneficial owner(s) of the relevant Placing Shares (where applicable) are not (and will not as a result of the Placing become) connected persons of the Company. It is expected that none of the Placees will become a substantial shareholder of the Company immediately after the Completion.

Placing Price

The Placing Price represents:

• (a) a discount of approximately 13.79% to the closing price of HK$19.14 per H Share as quoted on the Stock Exchange on 4 August 2021, being the last trading day in respect of the Shares immediately prior to the date of the Placing Agreement;

• (b) a discount of approximately 11.78% to the average closing price of the H Shares of approximately HK$18.70 per H Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including 4 August 2021; and

• (c) a discount of approximately 13.31% to the average closing price of approximately HK$19.03 per H Share as quoted on the Stock Exchange for the last ten consecutive trading days up to and including 4 August 2021.

On the assumption that the Placing Shares are fully placed, the aggregate net proceeds (after deduction of the commissions and estimated expenses) from the Placing are expected to be approximately HK$1,017 million and the net Placing Price is approximately HK$16.22 per Placing Share.

The Placing Price was determined with reference to the prevailing market price of the H Shares and has been negotiated and arrived at on an arm’s length basis between the Company and the Placing Agent. The Directors consider that the terms of the Placing and the Placing Price are fair and reasonable based on the current market conditions and the Placing is in the interests of the Company and the Shareholders as a whole.

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Ranking of the Placing Shares

The Placing Shares shall be allotted and issued fully paid and rank pari passu in all respects with the other Shares then in issue free from all liens, charges and encumbrances, and together with all rights attaching to them as at the date of issue of the Placing Shares, including the right to receive all dividends declared, made or paid on a record date which falls on or after the Closing Date.

Lock-up

The Company undertakes to the Placing Agent that (except for the issue of Placing Shares and the Issuance of Domestic Shares) for a period from the date of the Placing Agreement up to 90 days after the Closing Date, neither the Company nor any person acting on its behalf will (a) sell, transfer, dispose, allot or issue or offer to sell, transfer, dispose, allot or issue or grant any option, right or warrant to subscribe for (either conditionally or unconditionally, or directly or indirectly, or otherwise) any Shares or any interests in the Shares or any securities convertible into or exercisable or exchangeable for or substantially similar to any Shares or interest in the Shares (whether by actual disposition or effective economic disposition or swap due to or otherwise by way of cash settlement or otherwise); (b) agree (conditionally or unconditionally) to enter into or effect any such transaction with similar economic effect as any of the transactions described in (a) above; or (c) announce any intention to enter into or effect any such transaction described in (a) or (b) above, in each case, without first having obtained the consent of the Placing Agent.

Conditions of the Placing

The Completion is conditional upon:

• (a) the Listing Committee granting the approval for the listing of, and permission to deal in, the Placing Shares on the Stock Exchange (and such listing and permission not subsequently being revoked prior to the delivery of definitive share certificate(s) representing the Placing Shares pursuant to the Placing Agreement);

• (b) all necessary approvals and consents from relevant authorities of the PRC (including but not limited to the approval from CSRC) in connection with the Placing having been obtained and remained in full force and effect on the Closing Date;

• (c) the Placing Agent having received on or prior to the Closing Date a lock-up undertaking covering a period of not more than 90 days after the Closing Date from TBEA to be in form and substance reasonably satisfactory to the Placing Agent;

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• (d) the representations, warranties and undertakings made by the Company pursuant to the Placing Agreement being true, accurate, complete in all material respects and not misleading as of the date of the Placing Agreement and the Closing Date;

• (e) the Company having complied with all of the agreements and undertakings and satisfied all of the conditions on its part to be complied with or satisfied under the Placing Agreement on or before the Closing Date;

• (f) the Placing Agent having received on or prior to the Closing Date an opinion from the Hong Kong legal counsel for the Company, such opinion to be in form and substance reasonably satisfactory to the Placing Agent;

• (g) the Placing Agent having received on or prior to the Closing Date an opinion from Grandall Law Firm (Beijing), the PRC legal counsel for the Company, such opinion to be in form and substance reasonably satisfactory to the Placing Agent; and

• (h) the Placing Agent having received on or prior to the Closing Date the no-registration opinion from the U.S. counsel of the Company, such opinion to be in form and substance reasonably satisfactory to the Placing Agent.

If the conditions are not fulfilled or, where applicable, waived by the Placing Agent at or before 8:00 a.m. (Hong Kong time) on 16 August 2021 (or such other time and date as the Company and the Placing Agent may agree in writing), the Placing Agent and the Company shall have no obligations or liabilities to each other under the Placing and neither the Company nor the Placing Agent shall have any claim against the other for costs, damages, compensation or otherwise arising under the Placing Agreement save and except for any liability for antecedent breaches of either party to the Placing Agreement or as otherwise stipulated in the Placing Agreement.

The Company shall, as soon as is reasonably practicable, apply to the Stock Exchange for the granting of approval for the listing of, and permission to deal in, the Placing Shares and the Company shall use all reasonable endeavours to obtain the granting of approval for such listing and permission to deal in the Placing Shares by the Listing Committee (subject to the provision of the list of Placees by or on behalf of the Placing Agent to the Stock Exchange as soon as is reasonably practicable) as soon as is reasonably practicable, and will inform the Placing Agent promptly following the granting of the same. The Company shall furnish such information, supply such documents, pay such fees and do all such acts and things as may reasonably be required by the Placing Agent and/or the relevant regulatory bodies in connection with the fulfilment of the conditions.

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Termination Events

The Placing Agent may terminate the Placing Agreement by giving notice in writing to the Company at any time before 8:00 a.m. (Hong Kong time) on the Closing Date, if:

• (i) there develops, occurs or comes into force:

• (a) any new law or regulation or any change or development involving a prospective change in existing laws or regulations or the interpretation or application thereof by any court or other competent authority in its jurisdiction and in any other jurisdictions in which such entities conduct business which in the sole opinion of the Placing Agent is or is likely to be materially adverse effect on the financial position of the Company and/or of the Group as a whole; or

• (b) any event, or series of events beyond the control of the Placing Agent (including, without limitation, any calamity, act of government, strike, labour dispute, lock-out, severe transportation disruption, fire, explosion, flooding, earthquake, civil commotion, economic sanctions, epidemic, outbreak of infectious disease including but not limited to H5N1, SARS, outbreak or escalation of hostilities, act of terrorism and act of God) involving Hong Kong, the People’s Republic of China, the United Kingdom, the European Union or the United States (the “ Relevant Jurisdictions ”), or the declaration by any of the Relevant Jurisdictions of war or a state of emergency or calamity or crisis; or

• (c) any change or development in local, national or international financial, political, economic, currency or market conditions (including exchange rates and exchange controls) which in the sole judgment of the Placing Agent is or is likely to be materially adverse to the success of the Placing, or makes or is likely to make it impracticable or inadvisable to proceed therewith; or

• (d) any material adverse change or development in local, national or international securities market conditions or currency exchange rates or exchange controls which in the sole judgment of the Placing Agent is or is likely to be materially adverse to the success of the Placing, or makes or is likely to make it impracticable or inadvisable to proceed therewith; or

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• (e) any suspension or limitation of dealings in the Shares during the Placing Period whatsoever (other than as a result of the Placing); or

• (f) any suspension or limitation on trading in shares or securities generally on the Stock Exchange, the New York Stock Exchange, the NASDAQ Global Market, the Shanghai Stock Exchange, the London Stock Exchange, the Tokyo Stock Exchange or the Shenzhen Stock Exchange due to exceptional financial circumstances or otherwise at any time prior to the Closing Date; or

• (ii) any breach of any of the representations, warranties and undertakings under the Placing Agreement by the Company comes to the knowledge of the Placing Agent; (ii) any event occurs or any matter arises on or after the date hereof and prior to the Completion on the Closing Date which if it had occurred or arisen before the date hereof would have rendered any of the representations, warranties and undertakings under the Placing Agreement untrue or incorrect; or (iii) there has been a breach of, or failure to perform, any other provision of the Placing Agreement in any material respect on the part of the Company; or

• (iii) there is any material change, or any development involving a prospective material change, in or affecting the business, general affairs, management, prospects, assets and liabilities, shareholders’ equity, results of operations or position, financial or otherwise, of the Group (other than those already disclosed to the public on or before the date of the Placing Agreement) as a whole, which in the sole opinion of the Placing Agent is or is likely to be materially adverse to the success of the Placing, or makes or is likely to make it impracticable or inadvisable or inexpedient to proceed therewith.

In the event that the Placing Agent terminates the Placing Agreement in accordance with the termination events stated above, save for any antecedent breach of any obligation or pursuant to the indemnity provision in the Placing Agreement, and for the payment of costs and expenses already incurred or to be incurred by the Placing Agent in consequence of such termination, all obligations of the parties thereto under the Placing Agreement shall cease and determine and no party thereto shall have any claim against the other party in respect of any matter arising out of or in connection with the Placing Agreement.

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Completion

Subject to the conditions mentioned above, the Completion shall take place on the Closing Date or as soon as practicable thereafter or such other time and/or date as the Placing Agent and the Company may agree in writing.

INDEPENDENCE OF THE PLACING AGENT

To the best of the Directors’ knowledge, information and belief, and having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owner are independent of and not connected with the Company, and are not connected persons of the Company.

GENERAL MANDATE TO ISSUE THE PLACING SHARES

The Placing Shares will be allotted by the Company pursuant to the General Mandate, under which the Board is authorized to issue, allot and deal with H Shares which shall not exceed 20% of the H Shares issued by the Company as at the date of the AGM, being 62,695,126 H Shares in total. As at the date of this announcement, the Company has not issued any new H Shares pursuant to the General Mandate. The Board has approved the Placing within the General Mandate and the Placing is not subject to the approval of the Shareholders.

REASONS FOR THE PLACING AND USE OF PROCEEDS FROM THE PLACING

On the assumption that the Placing Shares are fully placed, the aggregate gross proceeds from the Placing are expected to be approximately HK$1,034 million and the aggregate net proceeds (after deduction of the commissions and estimated expenses) from the Placing are expected to be approximately HK$1,017 million. The entire net proceeds from the Placing will be used for the 100,000-ton Polysilicon Project through capital injection to Inner Mongolia Xinte.

Upon receipt of the proceeds from the Placing, the Group’s financial strength will be enhanced, which is conducive to accelerating the construction of the 100,000-ton Polysilicon Project, improving the Group’s financial position, reducing financial risks, enhancing the Group’s market competitiveness and profitability, and promoting the long-term healthy and sustainable development of the Group. The Placing will further enrich the shareholder base of the Company by attracting a number of high calibre investors to participate in the Placing. The Directors are of the opinion that the terms of the Placing Agreement, including but not limited to the Placing Price, are fair and reasonable and in the interests of the Company and its shareholders as a whole.

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EQUITY FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

Reference is made to the announcements of the Company dated 29 April 2021 and 14 May 2021, the circular dated 11 June 2021 and the poll results of the EGM and the Class Meetings dated 28 June 2021, in relation to the proposed Issuance of Domestic Shares and the subscription of the Domestic Shares by TBEA. On 29 April 2021, the Company received the executed letters of intent from each of TBEA and Jinglong Technology, pursuant to which TBEA and Jinglong Technology agreed to subscribe for not more than 167,304,874 Shares and 10,000,000 Shares to be issued under the Issuance of Domestic Shares, respectively, provided that the Public Float Requirement is fulfilled.

Details of the Issuance of Domestic Shares are set out below:

		Net proceeds
Date of	Equity fund	expected to be	Intended use of	Actual use of
announcement	raising exercise	raised	proceeds	proceeds
29 April 2021 and	The issuance of	To be ascertained	Construction	Not applicable
14 May 2021	not more than	when the issue	of the 100,000-	as the proceeds
	177,304,874	price for the	ton Polysilicon	from the Issuance
	Domestic	Issuance of	Project, and	of Domestic
	Shares under the	Domestic Shares	replenishment	Shares have not
	Specific Mandate	is determined	of working	been received as
		with reference	capital for the	at the date of this
		to the Pricing	development of	announcement.
		Principle	wind power and
			PV resources

Save as disclosed above, the Company has not conducted any fund raising activities involving the issue of equity securities within the 12 months immediately prior to the date of this announcement.

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EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

Assuming the Placing will be completed in full and there being no other changes in the total issued share capital of the Company from the date of this announcement up to the Closing Date, set out below is the shareholding structure of the Company (i) as at the date of this announcement and (ii) immediately after the Completion.

Shareholder DOMESTIC SHARES TBEA Other Domestic Shares Shareholders Sub-total of Domestic Shares H SHARES Placees TBEA (Hong Kong) Other H Shares Shareholders Sub-total of H Shares TOTAL	As at the date of this announcement Number of Shares Approximate % of total issued Domestic Shares or H Shares Approximate % of total issued Shares 783,921,287 88.43% 65.33% 102,603,083 11.57% 8.55% 886,524,370 100.00% 73.88% — — — 1,223,200 0.39% 0.10% 312,252,430 99.61% 26.02% 313,475,630 100.00% 26.12% 1,200,000,000 — 100.00%	Immediately after the Completion Number of Shares Approximate % of total issued Domestic Shares or H Shares Approximate % of total issued Shares 783,921,287 88.43% 62.08% 102,603,083 11.57% 8.13% 886,524,370 100.00% 70.21% 62,695,126 16.67% 4.97% 1,223,200 0.33% 0.10% 312,252,430 83.01% 24.73% 376,170,756 100.00% 29.79% 1,262,695,126 — 100.00%	Immediately after the Completion Number of Shares Approximate % of total issued Domestic Shares or H Shares Approximate % of total issued Shares 783,921,287 88.43% 62.08% 102,603,083 11.57% 8.13% 886,524,370 100.00% 70.21% 62,695,126 16.67% 4.97% 1,223,200 0.33% 0.10% 312,252,430 83.01% 24.73% 376,170,756 100.00% 29.79% 1,262,695,126 — 100.00%
			70.21%
			4.97% 0.10% 24.73%
			29.79%
			100.00%

Note:

Numbers may not add up to 100 per cent due to rounding.

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PRC REGULATORY APPROVAL

The approval from CSRC has been obtained. According to the CSRC Approval, the Company may issue not more than 62,695,126 new H Shares. Please refer to the announcement of the Company dated 3 August 2021 for further details.

APPLICATION FOR LISTING

Application will be made by the Company to the Listing Committee for the approval for the listing of, and the permission to deal in, the Placing Shares.

RESUMPTION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange was halted with effect from 9:00 a.m. on 5 August 2021 pending the release of this announcement. The Company has applied to the Stock Exchange for the resumption of trading in the Shares with effect from 1:00 p.m. on 5 August 2021 following the publication of this announcement.

As the Completion is subject to the satisfaction of certain conditions precedent and the termination rights of the Placing Agent not being exercised, the Placing may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.

DEFINITIONS

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

“100,000-ton Polysilicon the 100,000-ton-per-annum high-purity polysilicon green Project” energy circular economy construction project in Tumed Right Banner, Baotou City, Inner Mongolia Autonomous Region, the PRC

“AGM” the 2020 annual general meeting of the Company held on 16 June 2021 “Board” the board of Directors “Business Day” any day (excluding a Saturday, Sunday and public holidays in Hong Kong) on which licensed banks are generally open for business in Hong Kong and the Stock Exchange is generally open for trading of securities in Hong Kong and the United States

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“Class Meetings”	the first H shareholders class meeting of 2021 and the first
	domestic shareholders class meeting of 2021 of the Company
	held on 28 June 2021 which approved, among other things, the
	Issuance of Domestic Shares
“Closing Date”	the Business Day after the date on which the conditions
	precedent under the Placing Agreement (other than those
	intended to be fulfilled on the Closing Date) are fulfilled (or
	waived, as the case may be), which is expected to be 12 August
	2021, but in any event no later than 16 August 2021, or such
	other date as the Company and the Placing Agent may agree in
	writing
“Company”	Xinte Energy Co., Ltd., a joint stock limited company
	incorporated in the PRC with limited liability on 20 February
	2008
“Completion”	the completion of the Placing under the Placing Agreement
“CSRC”	China Securities Regulatory Commission
“CSRC Approval”	the approval issued by the CSRC to the Company, approving
	the issue and allotment of up to 62,695,126 H Shares
“Directors”	the directors of the Company
“Domestic Share(s)”	domestic ordinary share(s) of par value of RMB1.00 each in the
	share capital of the Company
“EGM”	the second extraordinary general meeting of 2021 of the
	Company held on 28 June 2021, which approved, among other
	things, the Issuance of Domestic Shares
“General Mandate”	the general mandate for the Company to allot and issue Shares
	authorised by the Shareholders at the AGM
“Group”	the Company and its subsidiaries
“H Share(s)”	overseas listed foreign share(s) with a par value of RMB1.00
	each in the share capital of the Company which are listed on the
	Stock Exchange and traded in Hong Kong dollars
“HK$”	Hong Kong Dollars, the lawful currency of Hong Kong

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“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Inner Mongolia Xinte”	Inner Mongolia Xinte Silicon Materials Co., Ltd.* (內蒙古新
	特硅材料有限公司), a company incorporated in the PRC with
	limited liability on 9 February 2021 and a subsidiary of the
	Company as at the date of this announcement
“Issuance of Domestic	the non-public issuance of not more than 177,304,874 Domestic
Shares”	Shares to TBEA and Jinglong Technology under the Specific
	Mandate
“Jinglong Technology”	Jinglong Technology Holdings Limited* (晶龍科技控股有限
	公司), a company incorporated in the PRC with limited liability
	on 17 September 2013
“Listing Committee”	Listing Committee of the Stock Exchange
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Placees”	any professional, institutional and other investors whom the
	Placing Agent has procured to subscribe for any of the Placing
	Shares pursuant to its obligations under the Placing Agreement
“Placing”	the placing by or on behalf of the Placing Agent of the Placing
	Shares subject to the terms and conditions set out in the Placing
	Agreement
“Placing Agent”	China International Capital Corporation Hong Kong Securities
	Limited, the placing agent for the Placing
“Placing Agreement”	the placing agreement dated 5 August 2021 entered into
	between the Company and the Placing Agent
“Placing Period”	the period commencing upon the execution of the Placing
	Agreement and terminating at 8:00 a.m. (Hong Kong time) on
	the Closing Date
“Placing Price”	HK$16.5 per Placing Share (which excludes any brokerage,
	SFC transaction levy and Stock Exchange trading fee payable
	by the Placees)

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“Placing Shares”	62,695,126 H Shares to be issued by the Company subject to
	the terms and conditions set out in the Placing Agreement
“PRC”	the People’s Republic of China, for the purpose of this
	announcement, excluding Hong Kong, Macau Special
	Administrative Region and Taiwan
“Pricing Principle”	the pricing principle considered and approved by the Board for
	the plan for the Issuance of Domestic Shares
“Public Float	the requirement of at least 25% of total issued Shares to be held
Requirement”	by the public under the Listing Rules
“RMB”	Renminbi, the lawful currency of the PRC
“Securities Act”	the U.S. Securities Act of 1933
“SFC”	Securities and Futures Commission of Hong Kong
“Share(s)”	Domestic Share(s) and H Share(s)
“Shareholder(s)”	holder(s) of the Share(s)
“Specific Mandate”	a specific mandate for the Issuance of Domestic Shares granted
	by the Shareholders at the EGM and Class Meetings
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“subsidiary”	has the meaning ascribed to it under the Listing Rules
“substantial shareholder”	has the meaning ascribed to it under the Listing Rules
“TBEA”	TBEA Co., Ltd., a joint stock company incorporated in the PRC
	with limited liability on 26 February 1993, and listed on the
	Shanghai Stock Exchange (stock code: 600089), the controlling
	shareholder of the Company as at the date of this announcement
“TBEA (Hong Kong)”	TBEA (Hong Kong) Co., Ltd. a wholly owned subsidiary of
	TBEA as at the date of this announcement
“United States” or “U.S.”	have the meaning set forth in Rule 902 of Regulation S under
	the Securities Act

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• “Xinjiang New Energy”

• TBEA Xinjiang New Energy Co., Ltd.* (特變電工新疆新能源 股份有限公司), a joint stock company incorporated in the PRC with limited liability on 30 August 2000, a subsidiary of the Company as at the date of this announcement

“%”

per cent.

By order of the Board Xinte Energy Co., Ltd. Zhang Jianxin Chairman

Xinjiang, the PRC 5 August 2021

As at the date of this announcement, the Board of the Company consists of Mr. Zhang Jianxin, Mr. Yin Bo and Mr. Xia Jinjing as executive directors; Mr. Zhang Xin, Mr. Huang Hanjie and Ms. Guo Junxiang as non-executive directors; and Mr. Cui Xiang, Mr. Chen Weiping and Mr. Tam, Kwok Ming Banny as independent non-executive directors.

• for identification purpose only

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