April 2019 01 Scheme Highlights 05 Value Propositions
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★保密 Hanergy Thin Film Power Group Proposed Scheme of Arrangement Update April 2019 01 Scheme Highlights 05 Value Propositions 02 Financial Overview 06 Appendix (1):Corporate Content Highlights and Core Mgmt Team 03 Business Model 07 Appendix (2):Technology Lines 04 Growth Prospects 08 Appendix (3):Market Applications 2 / 73 Scheme of Arrangement Highlights 3 / 73 Scheme of Arrangement Highlights Reasons • In accordance with the Listing Rule amendments of the Stock Exchange of Hong Kong effective August 1, 2018, the Company, if being suspended from trading until July-end, will face delisting consequence • Through this scheme of arrangement and prospective subsequent listing in A-share market, the possible intrinsic value of the Company shall be revealed • As the Company has possessed high-tech of know-how in flexible thin film solar technology, this is well- poised to benefit from China’s tremendous support to renewable energy industries • Companies with similar high-tech solar businesses have been well received by China’s capital market, so the Company finds the Mainland A-share market more inviting 4 / 73 Scheme of Arrangement – Action Items and Time Frame Salient Points Expected Timetable • The Offeror, being the controlling shareholder, and the Major items Date Company made a joint announcement of the Scheme of Dispatch of Court-approved Scheme of Arrangement Arrangement on February 26, 2019 documents and notices of the court meeting and SGM April 25, 2019 to independent shareholders • The Offeror has proposed to independent shareholders a share swap of one share of 566 share for one SPV share Closure of the register of members for determining the entitlement to attend and vote at the Court Meeting May 14 to 18, 2019 • Officiating this scheme requires an approval of independent and the SGM shareholders at the court meeting and Special General Meeting Latest time for lodging forms of proxy in respect of 10am on May 16, 2019 • Once the scheme is effective, the 566 shares held by Court Meeting and SGM independent shareholders will be swapped with schemed From 10am on May 18, SPV shares and then are cancelled, and its HKEx listing will Court Meeting and SGM 2019 be withdrawn Announcement of the results of the Court Meeting and • Upon successful listing in A-share market, independent SGM May 19, 2019 shareholders will hold shares of the A-share listed company through actual stakes of SPV Withdrawal of the listing of the Shares on the Stock Exchange June 11, 2019 Latest time to dispatch new SPV Shares certificates June 18, 2019 5 / 73 Proposed Return to A-Share Listing Ultimate Objective:to assimilate Company businesses onto the new prospective PRC company in order to prepare for A-share listing Upon completion of the scheme, relevant professionals (sponsors, legal teams, financial advisors and other intermediaries) are to be recruited for preparation and execution of A-share listing works in compliance of PRC listing rules and regulations. 6 / 73 Financial Overview 7 / 73 Growth of Revenue & Profit Continued with Unabated Exponential Growth in 2018 2016~2018 Revenue Performance in 2018 vs. 2017 (unit:HK$ million) 21,252 6,147 Net 4,483 Revenue Profit 2016 2017 2018 up 2.5 Surged 2016~2018 Net Profit 18.9 times (unit:HK$ million) Times 5,193 Huge gain in net profit was mainly attributable to major technological breakthrough, great driving force of various state policies in supporting the industries in thin-film power generation, mobile energy, advanced equipment production and new materials 252 261 of new energy alternatives, as well as excellent establishment 2016 2017 2018 opportunities of multiple solar tech-related industrial park projects 8 / 73 Resilient Profitability Coupled With High Investment Returns in 2018 2016~2018 Gross Profit Margin VS 2016~2018 Return on Shareholders’Equity 39.4% 57.0% 57.9% 43.5% 3.4% 3.2% 2016 2017 2018 2016 2017 2018 2016~2018 Net Profit Margin 2016~2018 Return on Assets 17.3% 24.4% 5.6% 4.2% 1.9% 1.3% 2016 2017 2018 2016 2017 2018 9 / 73 Business Models 10 / 73 Business Models: Focus on Upstream and Downstream Industry Chains to Build a Thin Film Solar Power Ecosystem Upstream Midstream Downstream Major Customers Technology R&D of Production of Thin Film Power Products and End Production Lines Cells/Modules and Solutions Customers Principally engages in: Purchasing production line Principally engages in: • Research and development, design, equipment with turnkey • Research and development, design, assembly, sales and delivery of thin film solutions from the Group to sale and delivery of thin film solar solar energy cell/module production produce solar cells/modules, energy systems and mobile solar equipment and turnkey production which are then sold those to energy application products lines, as well as providing technical the Group and other • Providing technical services and support services customers for use in Major clients are those third-party downstream businesses support, construction and customers focusing on the midstream maintenance services to smart mobile energy manufacturing downstream applications and industries product customers This sector represents the principal • Major clients are third-party income source of the company, customers of distributors, system accounting for approximately 92% of integrators, investors and landlords total income in 2018 • Profit/Revenue models: Profit/Revenue models: • Sales of downstream products and • Sales of production line equipment solutions solutions • Technical services, and construction • Technical services, project construction and other services and maintenance services • Commanding higher profit margin than the midstream and downstream business segments 11 / 73 Growth Prospects 12 / 73 贵州项 Global Consensus on Energy Transformation and Low Carbon Development 目概览 On 12 December 2015, nearly 200 parties from around the Chinese President Xi Jinping reiterated at COP21 that the world participated in the United Nation Framework Convention country plans to peak carbon dioxide (CO2) emissions by on Climate Change, and all had unanimously approved of The the year 2030 or thereabouts, and will work diligently to Paris Agreement. All parties will strengthen global response to achieve that point earlier. It will lower CO2 emissions per the threat of climate change and accelerate the peaking of unit of GDP by 60%-65% in comparison of year 2005, and greenhouse gas emissions in order to achieve zero greenhouse will increase the share of non-fossil fuels as primary energy gas emissions by end of the second half of this century. sources to about 20% by 2030. 13 / 73 贵州项 Global Solar Energy Industries Have Grown Rapidly Over the Past 目概览 Few Years, so Solar Energy Has Emerged as The Most Significant Renewable Energy Power Source 2013-2018 Global Photovoltaics Installation Capacity(GW) 600 Newly Added 508.3 500 Cumulative 405 400 304 300 227 200 177 140.4 102 103.3 100 77 50 40.4 36.6 0 2013 2014 2015 2016 2017 2018 Data source:IHS、Energy Trend、CPIA etc. 14 / 73 贵州项 Over 20% of Global Primary Energy Consumption is Expected to be 目概览 Power with Solar Energy by 2050 Statistics and Estimation of Different Energy Sources in Global Energy Consumption Geothermal energy Other renewable energy Solar thermal energy Renewable energy will be commanding over 50% of global energy consumption PV and solar thermal by 2050, over 20% of which energy is from solar energy. By end of this century, Wind energy Biomass (modern) renewable energy is consumption EJ/a Primary energy Biomass (traditional) Hydropower expected to be over 80% of Nuclear power global energy Natural gas Coal consumption, with which Petroleum over 60% is from solar energy. Data source:China’s State Grid Energy Research Institute 15 / 73 According to China’s State Grid Energy Research Institute, Cumulative 贵州项 Installed Capacity of China’s Solar Energy Industries will Reach 目概览 1,560GW by 2050, Accounting for 30% of All Electricity Sources Installed Capacity and Share of All Installed Capacity and Share of All Electricity Sources by 2035 Electricity Sources by 2050 Off-shore windBiomass & Pumped Storage, Off-shore windBiomass & Pumped Storage, power ,others, 0.4, 0.6, 2% 1.1, power, 0.7,others, 1.3, 3% 1.7, Photothermal Photothermal1% , 3% 1% 3% 0.5, Electricity, 1.6, Coal Electricity, Gas Electricity, 1% 3% 7.8, 15% 3.1, Coal Electricity , Photovoltaics 6% Nuclear Electricity, 8.7, 12.8, Electricity, 2.3, 21% 31% Photovoltaics Electricity, 15.6, 4% On-shore wind 30% Gas Electricity , Hydro Electricity, power, [值], [百分 2.1, 5.4 , 比] Hydro Electricity, 5% On-shore wind 10% Nuclear, 1.8, 5.0 , 12% power, 13, 25% 4% Data source:China’s State Grid Energy Research Institute 16 / 73 Thin Film Solar Power Plays an Integral Part of Solar Power Industry 贵州项 because of its Flexibility, Lightweight and Broad Applications 目概览 Rigid or flexible, foldable, hard Thin Film Solar Power to break, wide applications Becomes a Key Development Direction Flexibility of Solar Power Industry Lightness Can be used in Silicon module is about 15kg/m2 various industries Five Major Advantages of vs. thin film module is about and able to Wide Applications Thin Film Solar Power 3kg/m2 only. Those can be generate power Technologies mounted on lightweight steel from all things rooftops, and suitable for mobile Good Performance energy source application in Weak Light Conditions Good appearance, can be made into Good Appearance, different colors based on demand, Colorful, Transmittance can be integrated into architecture