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This Document Is Important and Requires Your Immediate Attention THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this Scheme Document or as to the action to be taken, you should consult a licensed securities dealer, or other registered institution in securities, a 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 Scheme Document and the accompanying forms of proxy to the purchaser or the transferee or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. This Scheme Document does not constitute an offer or invitation to, nor is it intended to invite offers by, the public to subscribe for or to purchase shares or other securities of Hanergy Thin Film Power Group Limited and it must not be used for the purpose of offering or inviting offers for any securities. Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Scheme Document, 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 Scheme Document. 漢能移動能源控股集團有限公司 HANERGY MOBILE ENERGY HANERGY THIN FILM POWER GROUP LIMITED HOLDING GROUP CO., LTD* 漢能薄膜發電集團有限公司 (Incorporated in the People’s Republic of China (Incorporated in Bermuda with limited liability) with limited liability) (Stock code: 566) (1) PROPOSAL ON HANERGY THIN FILM POWER GROUP LIMITED BY HANERGY MOBILE ENERGY HOLDING GROUP CO., LTD* BY WAY OF A SCHEME OF ARRANGEMENT (UNDER SECTION 99 OF THE BERMUDA COMPANIES ACT) AND (2) PROPOSED WITHDRAWAL OF LISTING OF HANERGY THIN FILM POWER GROUP LIMITED Financial Adviser to the Offeror Independent Financial Adviser to the Independent Board Committee Unless the context requires otherwise, capitalized terms used in this Scheme Document are defined in “Part I – Definitions” of this Scheme Document. A letter from the Board is set out in Part IV of this Scheme Document. A letter from the Independent Board Committee, containing its advice to the Independent Shareholders and the Optionholders in connection with the Proposal is set out in Part V of this Scheme Document. A letter from TC Capital, being the Independent Financial Adviser to the Independent Board Committee, containing its advice to the Independent Board Committee in connection with the Proposal is set out in Part VI of this Scheme Document. An Explanatory Statement regarding the Scheme is set out in Part VII of this Scheme Document. The actions to be taken by the Shareholders and the Optionholders are set out in Part II of this Scheme Document. Notices convening the Court Meeting to be held at 10:00 a.m. on Saturday, 18 May 2019 and the SGM to be held at 10:30 a.m. on Saturday, 18 May 2019 (or as soon thereafter as the Court Meeting shall have been concluded or adjourned) are set out in Appendix VIII and Appendix IX to this Scheme Document respectively. Whether or not you are able to attend the Court Meeting and/or the SGM or any adjournment thereof, you are strongly urged to complete and sign the enclosed pink form of proxy in respect of the Court Meeting and the enclosed white form of proxy in respect of the SGM, in accordance with the instructions printed thereon, and return it to the Company’s branch share registrar 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 the respective times and dates as stated in Part II of this Scheme Document. If the pink form of proxy is not so lodged, it may also be handed to the Chairman of the Court Meeting at the Court Meeting. Completion and return of a form of proxy in respect of the Court Meeting or the SGM will not preclude you from attending and voting in person at the Court Meeting or the SGM (as the case may be), or any adjournment of it, should you so wish. This Scheme Document is issued jointly by Hanergy Mobile Energy Holding Group Co., Ltd* and Hanergy Thin Film Power Group Limited. The English language texts of this Scheme Document, the Option Offer Letter and the Form of Acceptance shall prevail over their respective Chinese texts for the purpose of interpretation. * For identification purpose only 25 April 2019 CONTENTS Page Part I – DEFINITIONS ............................................... 1 Part II – ACTIONS TO BE TAKEN ..................................... 8 Part III – EXPECTED TIMETABLE ...................................... 12 Part IV – LETTER FROM THE BOARD .................................. 16 Part V – LETTER FROM THE INDEPENDENT BOARD COMMITTEE ......... 28 Part VI – LETTER FROM TC CAPITAL .................................. 30 Part VII – EXPLANATORY STATEMENT ................................. 48 Appendix I – FINANCIAL INFORMATION OF THE GROUP .................... I-1 Appendix II – GENERAL INFORMATION OF THE GROUP AND THE OFFEROR .... II-1 Appendix III – SCHEME OF ARRANGEMENT ................................. III-1 Appendix IV – SPV SHARE OPTION SCHEME RULES .......................... IV-1 Appendix V – COMPANY SHARE OPTION SCHEME RULES .................... V-1 Appendix VI – CONSTITUTIONAL DOCUMENT OF SPV ........................ VI-1 Appendix VII – CONSTITUTIONAL DOCUMENT OF THE COMPANY .............. VII-1 Appendix VIII – NOTICE OF COURT MEETING ................................. VIII-1 Appendix IX – NOTICE OF SGM ............................................ IX-1 Appendix X – SAMPLE OPTION OFFER LETTER .............................. X-1 i PART I DEFINITIONS In this Scheme Document, unless the context otherwise requires, the following expressions have the following meanings: “acting in concert” has the meaning ascribed thereto in the Takeovers Code “Announcement” the announcement dated 26 February 2019 jointly issued by the Offeror and the Company in relation to the Proposal “A-Share Listco” has the meaning ascribed thereto under the section headed “9. PROPOSED A-SHARE LISTING – Streamlining Step” in “Part VII – Explanatory Statement” of this Scheme Document “A-Share Listco Shares” has the meaning ascribed thereto under the section headed “9. PROPOSED A-SHARE LISTING – Streamlining Step” in “Part VII – Explanatory Statement” of this Scheme Document “A-Share Listing” has the meaning ascribed thereto under the section headed “9. PROPOSED A-SHARE LISTING – Streamlining Step” in “Part VII – Explanatory Statement” of this Scheme Document “A-Share Listing Step” the steps as described in the section headed “9. PROPOSED A-SHARE LISTING – A-Share Listing Step” in “Part VII – Explanatory Statement” of this Scheme Document “associate(s)” has the meaning ascribed thereto in the Takeovers Code “authorisations” all the necessary authorisations, registrations, filings, rulings, consents, permissions and approvals in connection with the Proposal “BaoQiao Partners” BaoQiao Partners Capital Limited, a licensed corporation registered under the SFO to conduct Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities as defined in the SFO, which has been appointed as the financial adviser to the Offeror in respect of the Proposal “Beneficial Owner” any beneficial owner of the Shares “Bermuda Companies Act” the Companies Act 1981 of Bermuda, as amended from time to time “Board” the board of Directors “Bought Back Shares” has the meaning ascribed thereto under the section headed “9. PROPOSED A-SHARE LISTING – A-Share Listing Step” in “Part VII – Explanatory Statement” of this Scheme Document 1 PART I DEFINITIONS “Business Day(s)” a day on which banks are generally open for business in Hong Kong and the PRC (other than a Saturday, Sunday or a public holiday or a day on which a tropical cyclone warning No. 8 or above or a “black rainstorm warning signal” is hoisted or remains hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.) “Cancellation Consideration” the consideration under the Proposal, being one SPV Share for each Scheme Share for cancellation of the relevant Scheme Share(s) “CCASS” the Central Clearing and Settlement System established and operated by HKSCC “CCASS Participant(s)” person(s) admitted to participate in CCASS as a direct clearing participant or general clearing participant, a custodian participant or an Investor Participant who may be an individual or joint individuals or a corporation “Company” Hanergy Thin Film Power Group Limited (漢能薄膜發電集團有 限公司), a company incorporated in Bermuda with limited liability whose shares are listed on the Main Board of the Stock Exchange with Stock Code 566 “Condition(s)” the condition(s) of the Proposal, as set out in the section headed “2. TERMS OF THE PROPOSAL – (3) Conditions of the Proposal” in “Part VII – Explanatory Statement” of this Scheme Document “connected person” has the meaning ascribed thereto under the Listing Rules “controlling shareholder” has the meaning ascribed thereto under the Listing Rules “Court” the Supreme Court of Bermuda “Court Hearing” the hearing of the petition by the Bermuda Court for the sanction of the Scheme “Court Meeting” a meeting of the Scheme Shareholders to be convened at the direction of the Court, at which the Scheme (with or without modification) will be voted upon, which is to be held
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