meinen die 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 SOLAR ENERGY HOLDINGS LIMITED 􀊕􀨷􀹕􀿫􀎈􀽥􀦐􀹕􀪛􀙰􀏞􀠢􀊮􀌡* (Incorporated in Bermuda with limited liability) (Stock Code: 155) (1) POLL RESULTS OF THE SPECIAL GENERAL MEETING HELD ON 15 MAY 2013; (2) TRADING ARRANGEMENTS; (3) ADJUSTMENTS TO EXERCISE PRICES AND NUMBER OF OUTSTANDING OPTIONS GRANTED UNDER THE SHARE OPTION SCHEME; AND (4) ADJUSTMENT TO CONVERSION PRICE OF CONVERTIBLE NOTES The Board is pleased to announce that the special resolution proposed at the SGM was duly passed by the Shareholders at the SGM held on 15 May 2013 by way of poll. As all the conditions of the Capital Reorganisation have been fulfilled, the Capital Reorganisation will become effective on Thursday, 16 May 2013. The timetable for the Capital Reorganisation and the associated trading arrangements are disclosed in this announcement. Upon the Capital Reorganisation becoming effective, the exercise prices of and the number of the New Shares to be allotted and issued upon exercise of the subscription rights attaching to the outstanding Options and the conversion price at which the Convertible Notes would be converted into New Shares will be adjusted with effect from Thursday, 16 May 2013. Details of the adjustments are disclosed in this announcement. * For identification purposes only – 1 – References are made to the circular of China Solar Energy Holdings Limited (the “Company”) (the “Circular”) and the notice of special general meeting (the “SGM”) both dated 22 April 2013. Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular. POLL RESULTS OF THE SGM The Board is pleased to announce that the special resolution proposed at the SGM as set out in the notice of the SGM (the “Special Resolution”) was duly passed by the Shareholders at the SGM held on 15 May 2013 by way of poll. Computershare Hong Kong Investor Services Limited, the Company’s branch share registrar and transfer office in Hong Kong, was appointed as the scrutineer for vote-taking at the SGM. The poll results in respect of the Special Resolution were as follows: Special Resolution (Note) Number of votes (%) For Against To approve the Capital Reorganisation (involving the Share Consolidation, the Capital Reduction and the Sub-division) and the Authorisation 4,368,786,792 (approximately 99.99%) 400,000 (approximately 0.01%) Note: The full text of the Special Resolution is set out in the notice of the SGM. As more than 75% of the votes were cast in favour of the Special Resolution, the Special Resolution was duly passed as a special resolution at the SGM. As at the date of the SGM, the total number of issued Shares was 14,161,461,483, which was the total number of Shares entitling the Shareholders to attend and vote on the Special Resolution at the SGM. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, no Shareholder was entitled to attend and abstain from voting in favour of the Special Resolution at the SGM according to Rule 13.40 of the Listing Rules or was required under the Listing Rules to abstain from voting on the Special Resolution at the SGM. EFFECTIVE DATE OF THE CAPITAL REORGANISATION All the conditions of the Capital Reorganisation have been fulfilled. As disclosed in the Circular, the Capital Reorganisation will become effective on the next Business Day following the date of passing of the relevant resolution(s) to approve the Capital Reorganisation. Accordingly, the effective date of the Capital Reorganisation will fall on Thursday, 16 May 2013 (Hong Kong time) (the “Capital Reorganisation Effective Date”). – 2 – Following the implementation of the Capital Reorganisation, the authorised share capital of the Company will be HK$1,000,000,000 divided into 100,000,000,000 New Shares of HK$0.01 each, and the issued share capital of the Company as at the date of this announcement will become HK$14,161,461.48 divided into 1,416,146,148 New Shares of HK$0.01 each. TIMETABLE The following is the timetable in relation to the Capital Reorganisation and the associated trading arrangements: 2013 Effective date of the Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 16 May Dealing in New Shares commences . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m., Thursday, 16 May Original counter for trading in Existing Shares in board lots of 10,000 Existing Shares temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m., Thursday, 16 May Temporary counter for trading in New Shares in board lots of 1,000 New Shares (in the form of Existing Share Certificates) opens . . . . . . . . . 9:00 a.m., Thursday, 16 May First day for free exchange of Existing Share Certificates for New Share Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 16 May Original counter for trading in New Shares in board lots of 10,000 New Shares (in the form of New Share Certificates) re-opens . . . . . . . . . . . . 9:00 a.m., Friday, 31 May Parallel trading in New Shares in the form of New Share Certificates and Existing Share Certificates commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m., Friday, 31 May First day of operation of odd lot trading facility . . . . . . . . . . . . . . . 9:00 a.m., Friday, 31 May – 3 – Temporary counter for trading in New Shares in board lots of 1,000 New Shares (in the form of Existing Share Certificates) closes . . . . . . . . . . . 4:00 p.m., Friday, 21 June Parallel trading in New Shares in the form of New Share Certificates and Existing Share Certificates ends . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m., Friday, 21 June Last day of operation of odd lot trading facility . . . . . . . . . . . . . . . 4:00 p.m., Friday, 21 June Last day for free exchange of Existing Share Certificates for New Share Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 25 June All times and dates in the above timetable refer to Hong Kong local times and dates. TRADING ARRANGEMENTS AND FREE EXCHANGE OF NEW SHARE CERTIFICATES Upon the Capital Reorganisation having become effective on Thursday, 16 May 2013, all Existing Share Certificates (in green colour) for any number of Existing Shares in issue immediately before the Capital Reorganisation Effective Date will be deemed to be share certificates, and will be effective as documents of title, for one-tenth of that number of Existing Shares. New Share Certificates (which will be blue in colour) will be issued for the New Shares. Dealings in the New Shares are expected to commence on Thursday, 16 May 2013. Parallel trading arrangements will be established on the Stock Exchange for dealings in the New Shares in the form of New Share Certificates and Existing Share Certificates. The trading arrangements for dealings in the New Shares are set out as follows: (i) with effect from 9:00 a.m. on Thursday, 16 May 2013, the original counter for trading in the Existing Shares in board lots of 10,000 Existing Shares (stock code: 155) closes temporarily. A temporary counter for trading in the New Shares represented by Existing Share Certificates in board lots of 1,000 New Shares (stock code: 2903) will be established. Every Existing Share Certificate for whatever number of Existing Shares will be deemed to be a share certificate, and will be effective as a document of title valid for settlement and delivery for trading transacted from 9:00 a.m. on Friday, 31 May 2013 to 4:00 p.m. on Friday, 21 June 2013 for New Shares, in the amount equivalent to one-tenth of that number of Existing Shares. The Existing Share Certificates for Existing Shares can only be traded at this temporary counter (stock code: 2903); (ii) with effect from 9:00 a.m. on Friday, 31 May 2013, the original counter (stock code: 155) will reopen for trading in the New Shares in board lots of 10,000 New Shares. Only New Share Certificates for the New Shares can be traded at this counter; – 4 – (iii) with effect from 9:00 a.m. on Friday, 31 May 2013 to 4:00 p.m. on Friday, 21 June 2013 (both dates inclusive), there will be parallel trading at the counters mentioned in (i) and (ii) above; and (iv) the temporary counter for trading in the New Shares represented by the Existing Share Certificates in board lots of 1,000 New Shares (stock code: 2903) will be removed after the close of trading on Friday, 21 June 2013. Thereafter, trading will only be in New Shares represented by New Share Certificates in board lots of 10,000 New Shares and the Existing Share Certificates for Existing Shares will cease to be marketable and will not be acceptable for dealing and settlement purposes. Shareholders may, during Thursday, 16 May 2013 until Tuesday, 25 June 2013 (both days inclusive), submit Existing Share Certificates (in green colour) in respect of the Existing Shares to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, Hopewell Centre, 183 Queen’s Road East, Hong Kong, to exchange, at the expense of the Company, for the New Share Certificates in respect of the New Shares (which will be blue in colour). Thereafter, certificates of the Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) by the Shareholders for each certificate issued or cancelled, whichever the number of certificates is higher. Existing Share Certificates will remain effective as documents of title and may be exchanged for New Share Certificates at any time. It is expected that the New Share Certificates will be available for collection within ten Business Days after the submission of the Existing Share Certificates to Computershare Hong Kong Investor Services Limited for exchange. Unless otherwise instructed, New Share Certificates will be issued in board lots of 10,000 New Shares each. In order to facilitate the trading of odd lots (if any) of the New Shares, the Company has appointed Cinda International Securities Limited to provide matching service, on a best effort basis, to those Shareholders who wish to acquire odd lots of the New Shares to make up a full board lot, or to dispose of their holding of odd lots of the New Shares. Shareholders who wish to take advantage of this trading facility may contact Mr. Leung Siu Wah of Cinda International Securities Limited at 45th Floor, COSCO Tower, 183 Queen’s Road Central, Hong Kong (telephone number: (852) 2235 7841) during the office hours from Friday, 31 May 2013 to Friday, 21 June 2013 (both days inclusive). Shareholders should note that successful matching of the sale and purchase of odd lots of the New Shares will not be guaranteed. Any Shareholder, who is in doubt about the odd lot facility, is recommended to consult his/her/its own professional advisers. – 5 – ADJUSTMENTS TO EXERCISE PRICES AND NUMBER OF OUTSTANDING OPTIONS GRANTED UNDER THE SHARE OPTION SCHEME As at the date of this announcement, there are outstanding Options granted under the Share Option Scheme to subscribe for 2,592,965,505 new Existing Shares. Upon the Capital Reorganisation becoming effective, the exercise prices of and the number of the New Shares to be allotted and issued upon exercise of the subscription rights attaching to the outstanding Options will be adjusted in accordance with the applicable rule(s) of the Share Option Scheme and the supplementary guidance issued by the Stock Exchange on 5 September 2005 regarding adjustment of share options under Rule 17.03(13) of the Listing Rules with effect from the Capital Reorganisation Effective Date in the following manner: As at the date of this announcement Upon the Capital Reorganisation becoming effective Date of grant of the Options Number of Existing Shares falling to be issued upon exercise of the outstanding Options Exercise price per Existing Share in respect of the outstanding Options Adjusted number of New Shares falling to be issued upon exercise of the outstanding Options Adjusted exercise price per New Share in respect of the outstanding Options (HK$) (HK$) 22 December 2003 19,243,705 0.134 1,924,370 1.34 25 November 2004 55,162,800 0.074 5,516,280 0.74 22 June 2005 120,116,400 0.139 12,011,640 1.39 4 September 2007 385,542,600 0.474 38,554,260 4.74 13 April 2010 304,900,000 0.187 30,490,000 1.87 6 January 2011 697,500,000 0.1414 69,750,000 1.414 27 July 2012 1,010,500,000 0.029 101,050,000 0.29 2,592,965,505 259,296,550 The above adjustments in relation to the outstanding Options granted under the Share Option Scheme have been reviewed and confirmed by the auditors of the Company in writing. – 6 – ADJUSTMENT TO CONVERSION PRICE OF THE CONVERTIBLE NOTES As at the date of this announcement, there are Convertible Notes with outstanding principal amount of HK$40,742,000. Pursuant to the terms of the Convertible Notes, adjustment will be made to the conversion price at which the Convertible Notes would be converted into New Shares as a result of the Capital Reorganisation from HK$0.1242 per Existing Share to HK$1.242 per New Share with effect from the Capital Reorganisation Effective Date. The above adjustment in relation to the conversion price of the Convertible Notes has been reviewed and confirmed by the auditors of the Company in writing. By Order of the Board China Solar Energy Holdings Limited Yeung Ngo Chairman Hong Kong, 15 May 2013 As at the date of this announcement, the executive Directors are Mr. Yeung Ngo, Mr. Yang Yuchun and Ms. Jin Yan; the non-executive Directors are Mr. Hao Guojun and Mr. Li Jian and the independent non-executive Directors are Mr. Yin Tat Man, Mr. Fan Chuan and Mr. Gu Yizhong. – 7 |