Published Date: 2016/01 Security Code: 600401 Security Name: ST Hareon Solar
1. The Company and all members of the Board ensure that all contents in this plan are true, accurate, complete, and confirm there is no false, misleading statements or material omissions.
2. After the completion of non-public A share offering, the Company is responsible for the changes in company’s operation and earnings, while investors should be responsible for their own investment risk resulting from the non-public A share offering.
3. This plan of non-public A share offering is the statement of the Board of Directors; any contrary statements are false statements.
4. Investors should consult their stockbrokers, lawyers, professional accountants or other professional advisers if any questions.
5. The statement of this plan does not mean the material judgment, confirmation, ratification or approval related to the non-public offering from the authority. The related matters stated in this plan are still pending for ratification or approval of the authority.
Tips on Major Issues
1. The related matters of non-public offering have been approved by the third meeting of sixth Board of Directors meetings; the offering still requires the Company to convene the second Board meeting to approve; it will be implemented after obtaining the approval of shareholders meeting, ratification of the Ministry of Commerce and China Securities Regulatory Commission, and the approval of Hong Kong Stock Exchange and the SFC in Hong Kong (if needed).
2. The issue of non-public offering is mainly targeting at particular investors, including Huajun Power Company Limited and Baohuaxing (both wholly-owned subsidiaries of HUAJUN HOLDINGS LIMITED: stock code: 0377.HK) and Relte. Among them, Huajun Power Company Limited will subscribe the non-public shares partly in cash and partly in 80% holding in Continuously Water, while Baohuaxing will subscribe the shares in its 20% holding in Continuously Water. Relte will settle all subscription in cash.
Huajun Power Company Limited and Baohuaxing are parties acting in concert, their aggregate stake in Hareon Solar will exceed 5% after the share subscription, thus constituting related parties; Relte is the controlling company of YANG HUAI JIN, who is the related party of Hareon Solar with more than 5% shareholding. The non-public offering constitutes related party transaction; all subscribed shares shall not be transferred within thirty six months after the completion of non-public offering.
3. The total number of the non-public offering is no more than 740,740,740 A shares (including 740,740,740 shares). Among them, Huajun Power Company Limited subscribes no more than 591,349,629 shares (subscription portion of 79.83%); Baohuaxing subscribes no more than 38,280,000 shares (subscription portion of 5.17%); Relte subscribes no more than 111,111,111 shares (subscription portion of 15%). Before this issue, the issue number of shares shall be adjusted based on the total amount of funds raised and ex-dividend price if there are matters including dividend distribution and capital surplus transferred to capital occurring between pricing ex-date and issuing date.
4. The pricing ex-date of the non-public offering is the announcement date of the third meeting of sixth Board of Directors meeting (January 19, 2016); the issue price is Rmb 2.70 per share, no lower than the 90% of average price of 20 trading days before the pricing ex-date (the average price of 20 trading days before the pricing ex-date= total trading amount/total trading shares of 20 trading days before the pricing ex-date). The issued price shall be adjusted based on the matters including dividend distribution and capital surplus transferred to capital between pricing ex-date and issuing date.
5.The total funds raised by non-public offering is expected to be no more than RMB 2 Billion; the proceeds net of issuing expenses will be used for the acquisition of 100% stake Continuously Water and 220MW grid-connected photovoltaic power plants.
6. According to China Securities Regulatory Commission "Listed Company Supervision Guidelines No. 3 - cash dividends of listed companies," the relevant provisions (CSRC Announcement  No. 43), "Shanghai Stock Exchange listed company cash dividends Guidelines", the company in 2013 passed the "amendment to the Constitution Hareon Solar Technology Co., Ltd." in 9th provisional shareholder meeting, and "Regarding the revision of the company <Articles of Association>." in 5th provisional shareholder meeting in 2014. Regarding the Company's profit distribution policy, the last three years of cash dividends, please refer to this plan, "Section VI other matters necessary disclosures."
7. Before this non-public offering, the Company does not exist controlling shareholders and actual controllers; after this offering, the company introduced a strategic investor, but still not have the controlling shareholder and actual controller. Therefore it will lead to the issue for listing caused by equity distribution.