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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 wholly- owned 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 MWlocatedinJinchuanDistrict, 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. –1– 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 wholly- owned 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 –2– 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 = theProjectValueasattheReference 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) –3– 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. –4– (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.

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