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.

Xinyi Glass Holdings Limited信義玻璃控股有限公司

(Incorporated in the CaymanIslands with limited liability)

(Stock code: 00868)

Xinyi Solar Holdings Limited信義光能控股有限公司

(Incorporated in the CaymanIslands with limited liability)

(Stock code: 00968)

Xinyi Automobile Glass Hong KongEnterprises Limited

信義汽車玻璃香港企業有限公司(Incorporated in the CaymanIslands with limited liability)

(Stock code: 08328)

JOINT ANNOUNCEMENT

(A) CONTINUING CONNECTED TRANSACTION OF XINYI GLASS(B) CONTINUING CONNECTED TRANSACTION OF XINYI SOLAR

(C) CONTINUING CONNECTED TRANSACTION OF XINYI HONG KONG

IN RELATION TO

PROCESSING FRAMEWORK AGREEMENTS

XINYI GLASS PROCESSING FRAMEWORK AGREEMENT

Xinyi Glass Board and Xinyi Hong Kong Board jointly announce that on 26February 2018, Xinyi Group (Glass), a wholly owned subsidiary of Xinyi Glassentered into the Xinyi Glass Processing Framework Agreement with Xinyi HongKong for a term commencing from the Effective Date and expiring on 31December 2019, pursuant to which Xinyi Hong Kong Group shall becommissioned by Xinyi Group (Glass) and its subsidiaries to process lithiumbattery energy storage equipment.

− 1 −

Xinyi Glass Directors and Xinyi Hong Kong Directors estimate that the annualprocessing fee under the Xinyi Glass Processing Framework Agreement for theperiod commencing the Effective Date and ending 31 December 2018 and the 12months period ending 31 December 2019 will not exceed the annual cap of RMB48million (equivalent to HK$59.3 million) and RMB32 million (equivalent toHK$39.5 million) respectively.

XINYI SOLAR PROCESSING FRAMEWORK AGREEMENT

Xinyi Solar Board and Xinyi Hong Kong Board jointly announce that on 26February 2018, Xinyi Solar (Hong Kong) entered into the Xinyi Solar ProcessingFramework Agreement with Xinyi Hong Kong for a term commencing from theEffective Date and expiring on 31 December 2019, pursuant to which Xinyi HongKong Group shall be commissioned by Xinyi Solar (Hong Kong) and itssubsidiaries to process lithium battery energy storage equipment.

Xinyi Solar Directors and Xinyi Hong Kong Directors estimate that the annualprocessing fee under the Xinyi Solar Processing Framework Agreement for each ofthe period commencing the Effective Date and ending 31 December 2018 and the12 months period ending 31 December 2019 will not exceed the annual cap ofRMB10 million (equivalent to HK$12.3 million) respectively.

IMPLICATIONS UNDER THE LISTING RULES AND GEM LISTINGRULES

Xinyi Glass

Xinyi Group (Glass) is a wholly-owned subsidiary of Xinyi Glass. As at the dateof this announcement, various directors of Xinyi Glass, namely Datuk LEE YinYee, B.B.S., Mr. TUNG Ching Bor, Tan Sri Datuk TUNG Ching Sai, Mr. LI ChingWai, Mr. LI Ching Leung, Mr. SZE Nang Sze and Mr. NG Ngan Ho and theirrespective associates (as defined under the Listing Rules), are interested in morethan 30% in aggregate of the issued share capital of Xinyi Hong Kong.Accordingly, Xinyi Hong Kong is a connected person of Xinyi Glass underChapter 14A of the Listing Rules and the transactions contemplated under theXinyi Glass Processing Framework Agreement constitute continuing connectedtransactions of Xinyi Glass under Chapter 14A of the Listing Rules.

− 2 −

As the proposed maximum annual cap in respect of the Xinyi Glass ProcessingFramework Agreement is more than HK$3,000,000 and that some of the applicableratios calculated thereof are more than 0.1% but less than 5%, the transactionscontemplated under the Xinyi Glass Processing Framework Agreement are subjectto the reporting and announcement requirements but exempt from the independentshareholders’ approval requirement of Xinyi Glass under Chapter 14A of theListing Rules.

Xinyi Solar

Xinyi Solar (Hong Kong) is a wholly-owned subsidiary of Xinyi Solar. As at thedate of this announcement, various directors of Xinyi Solar, namely Tan Sri DatukTUNG Ching Sai, Mr. LI Man Yin and Datuk LEE Yin Yee, B.B.S. and theirrespective associates (as defined under the Listing Rules) are interested in morethan 30% in aggregate of the issued share capital of Xinyi Hong Kong.Accordingly, Xinyi Hong Kong is a connected person of Xinyi Solar under Chapter14A of the Listing Rules and the transactions contemplated under the Xinyi SolarProcessing Framework Agreement constitutes continuing connected transactionsof Xinyi Solar under Chapter 14A of the Listing Rules.

As the proposed maximum annual cap in respect of the Xinyi Solar ProcessingFramework Agreement is more than HK$3,000,000 and that one of the applicableratios calculated thereof is more than 0.1% but less than 5%, the transactionscontemplated under the Xinyi Solar Processing Framework Agreement are subjectto the reporting and announcement requirements but exempt from the independentshareholders’ approval requirement of Xinyi Solar under Chapter 14A of theListing Rules.

Xinyi Hong Kong

As at the date of this announcement, the controlling shareholders of Xinyi HongKong, namely Datuk LEE Yin Yee, B.B.S., Mr. TUNG Ching Bor, Tan Sri DatukTUNG Ching Sai, Mr. LI Ching Wai, Mr. LI Ching Leung, Mr. SZE Nang Sze, Mr.NG Ngan Ho, Mr. LI Man Yin and Mr. LEE Sing Din and their respectiveassociates (as defined under the GEM Listing Rules) are interested in aggregatemore than 30% of each of the issued share capital of Xinyi Glass and Xinyi Solarrespectively. Accordingly, Xinyi Group (Glass) and Xinyi Solar (Hong Kong) areconnected persons of Xinyi Hong Kong under Chapter 20 of the GEM ListingRules and the transactions contemplated under the Xinyi Glass ProcessingFramework Agreement and the Xinyi Solar Processing Framework Agreementconstitute continuing connected transactions of Xinyi Hong Kong under Chapter20 of the GEM Listing Rules.

− 3 −

Pursuant to Rule 20.80(1) of the GEM Listing Rules, the Xinyi Glass ProcessingFramework Agreement and the Xinyi Solar Processing Framework Agreementshall be aggregated as they were entered into by the Company with partiesconnected with one another. As the aggregated proposed maximum annual capsunder the Xinyi Glass Processing Framework Agreement and the Xinyi SolarProcessing Framework Agreement is more than HK$10,000,000 and the applicableratios calculated thereof are more than 5%, the transactions contemplated underthe Xinyi Glass Processing Framework Agreement and the Xinyi Solar ProcessingFramework Agreement and the respective proposed annual caps are subject to thereporting, announcement, annual review and independent shareholders’ approvalrequirements of Xinyi Hong Kong under Chapter 20 of the GEM Listing Rules.

A circular containing, among others:

(a) details of the Xinyi Glass Processing Framework Agreement, the Xinyi SolarProcessing Framework Agreement and their respective proposed annual caps;

(b) a letter from the Xinyi Hong Kong Independent Financial Adviser to the XinyiHong Kong Independent Board Committee containing its advice on the XinyiGlass Processing Framework Agreement, the Xinyi Solar ProcessingFramework Agreement and their respective proposed annual caps;

(c) the recommendation of the Xinyi Hong Kong Independent Board Committeeon the Xinyi Glass Processing Framework Agreement, the Xinyi SolarProcessing Framework Agreement and their respective proposed annual caps;and

(d) the notice of Xinyi Hong Kong EGM to be convened to approve, amongothers, the transactions contemplated under the Xinyi Glass ProcessingFramework Agreement, the Xinyi Solar Processing Framework Agreement andtheir respective proposed annual caps for the period commencing from theEffective Date and ending on 31 December 2018 and the 12 months periodending 31 December 2019,

will be dispatched to the shareholders of Xinyi Hong Kong in accordance with theGEM Listing Rules on or before 16 March 2018.

− 4 −

XINYI GLASS PROCESSING FRAMEWORK AGREEMENT

Date 26 February 2018

Parties i. Xinyi Group (Glass)

ii. Xinyi Hong Kong

Processing business

Pursuant to the Xinyi Glass Processing Framework Agreement, Xinyi Hong KongGroup shall be commissioned by Xinyi Group (Glass) and its subsidiaries to processlithium battery energy storage equipment. Xinyi Group (Glass) and its subsidiarieswill provide all or part of the components and materials required to Xinyi Hong KongGroup. Xinyi Hong Kong Group will further process and assemble the componentsand materials to manufacture lithium battery energy storage equipment in accordancewith the specifications provided by Xinyi Group (Glass) and its subsidiaries. XinyiHong Kong Group will repair or replace for free the core equipment powerconditioning system (other than those provided by Xinyi Group (Glass) or itssubsidiaries) and batteries within three years and other equipment and accessorieswithin one year after the grid-connected system commences operation if there is anyquality problem. The maintenance period for the repaired or replaced parts will beextended for another period of three years (in the case of core equipment powerconditioning system and batteries) or one year (in the case of other equipment andaccessories) after the repair or replacement. However, if damage of the equipment oraccessories has been caused by human error or improper operation, the equipment oraccessories will not be replaced for free but at a discount of 20% of the originalprice.

Term

The term of the Xinyi Glass Processing Framework Agreement commences from theEffective Date and expires on 31 December 2019.

Condition

The Xinyi Glass Processing Framework Agreement is conditional upon the resolutionregarding the Xinyi Glass Processing Framework Agreement (including the annualcaps) and the transactions contemplated thereunder being approved by the XinyiHong Kong Independent Shareholders at the Xinyi Hong Kong EGM.

Pricing

Pursuant to the Xinyi Glass Processing Framework Agreement, the prices payable forprocessing lithium battery energy storage equipment shall be determined between

− 5 −

Xinyi Hong Kong and Xinyi Group (Glass) on arm’s length basis. The Xinyi GlassDirectors and the Xinyi Hong Kong Directors consider that such price shall be fairand reasonable, on normal commercial terms and shall be no less favourable than thecomparable prices offered to independent third parties by Xinyi Hong Kong or offerby independent third parties to Xinyi Glass (as the case may be).

Payment

The fee under the Xinyi Glass Processing Framework Agreement will be paid perorder. Xinyi Group (Glass) and its subsidiaries will prepay 30% of the processing feeto Xinyi Hong Kong Group within 10 days of placing the order. 40% of theprocessing fee will be paid to Xinyi Hong Kong Group within 10 days after XinyiGroup (Glass) and its subsidiaries being satisfied of the result of the preliminaryinspection on quality. The remaining balance of the processing fee will be settledwithin 10 days after the final inspection on quality and receipt of the full amountvalue add tax invoice by Xinyi Group (Glass) and its subsidiaries.

Historical Figures and Proposed annual caps

Xinyi Hong Kong Group has not entered into any transaction with Xinyi Glass Groupfor processing lithium battery energy storage equipment before. As such no historicaltransaction figure is available.

Having considered, among others, the current market price of lithium battery energystorage equipment, the expected purchase volume of lithium battery energy storageequipment as may be required by Xinyi Glass Group in 2018 and 2019, and historicalsale price and profit margin of Xinyi Hong Kong for providing processing lithiumbattery storage equipment service to independent third parties, the Xinyi GlassDirectors and the Xinyi Hong Kong Directors estimate that the annual processing feeunder the Xinyi Glass Processing Framework Agreement for the period commencingthe Effective Date and ending 31 December 2018 and the 12 months period ending31 December 2019 will not exceed the annual cap of RMB48 million (equivalent toHK$59.3 million) and RMB32 million (equivalent to HK$39.5 million) respectively.

XINYI SOLAR PROCESSING FRAMEWORK AGREEMENT

Date 26 February 2018

Parties i. Xinyi Solar (Hong Kong)

ii. Xinyi Hong Kong

Processing business

Pursuant to the Xinyi Solar Processing Framework Agreement, Xinyi Hong KongGroup shall be commissioned by Xinyi Solar (Hong Kong) and its subsidiaries to

− 6 −

process lithium battery energy storage equipment. Xinyi Solar (Hong Kong) and its

subsidiaries will provide all or part of the components and materials required to

Xinyi Hong Kong Group. Xinyi Hong Kong Group will further process and assemble

the components and materials to manufacture lithium battery energy storage

equipment in accordance with the specifications provided by Xinyi Solar (Hong

Kong) and its subsidiaries. Xinyi Hong Kong Group will repair or replace for free the

core equipment power conditioning system (other than those provided by Xinyi Solar

(Hong Kong) or its subsidiaries) and the batteries within three years and other

equipment and accessories within one year after the grid-connected system

commences operation if there is any quality problem. The maintenance period for the

repaired or replaced parts will be extended for another period of three years (in the

case of core equipment power conditioning system and batteries) or one year (in the

case of other equipment and accessories) after the repair and replacement. However,

if damage of the equipment or accessories has been caused by human error or

improper operation, the equipment or accessories will not be replaced for free but at

a discount of 20% of the original price.

Term

The term of the Xinyi Solar Processing Framework Agreement commences from the

Effective Date and expires on 31 December 2019.

Condition

The Xinyi Solar Processing Framework Agreement is conditional upon the resolution

regarding the Xinyi Solar Processing Framework Agreement (including the annual

caps) and the transactions contemplated thereunder being approved by the Xinyi

Hong Kong Independent Shareholders at the Xinyi Hong Kong EGM.

Pricing

Pursuant to the Xinyi Solar Processing Framework Agreement, the prices payable for

processing lithium battery energy storage equipment shall be determined between

Xinyi Hong Kong and Xinyi Solar (Hong Kong) on arm’s length basis. The Xinyi

Solar Directors and the Xinyi Hong Kong Directors consider that such price shall be

fair and reasonable, on normal commercial terms and shall be no less favourable than

the comparable prices offered to independent third parties by Xinyi Hong Kong or

offer by independent third parties to Xinyi Solar (as the case may be).

− 7 −

Payment

The fee under the Xinyi Solar Processing Framework Agreement will be paid per

order. Xinyi Solar Group will prepay 30% of the processing fee to Xinyi Hong Kong

Group within 10 days of placing the order. 40% of the processing fee will be paid to

Xinyi Hong Kong Group within 10 days after Xinyi Solar (Hong Kong) and its

subsidiaries being satisfied of the result of the preliminary inspection on quality. The

remaining balance of the processing fee will be settled within 10 days after the final

inspection on quality and receipt of the full amount value add tax invoice by Xinyi

Solar (Hong Kong) and its subsidiaries.

Historical Figures and Proposed annual caps

Xinyi Hong Kong Group has not entered into any transaction with Xinyi Solar Group

for processing lithium battery energy storage equipment before. As such, no

historical transaction figure is available.

Having considered, among others, the current market price of lithium battery energy

storage equipment, the expected purchase volume of lithium battery energy storage

equipment as may be required by Xinyi Solar Group in 2018 and 2019, and historical

sale price and profit margin of Xinyi Hong Kong for providing processing lithium

battery storage equipment service to independent third parties, the Xinyi Solar

Directors and the Xinyi Hong Kong Directors estimate that the annual processing fee

under the Xinyi Solar Processing Framework Agreement for each of the period

commencing on the Effective Date and ending 31 December 2018 and the 12 months

period ending 31 December 2019 will not exceed the annual cap of RMB10 million

(equivalent to HK$12.3 million) respectively.

− 8 −

REASONS FOR THE XINYI GLASS PROCESSING FRAMEWORKAGREEMENT, THE XINYI SOLAR PROCESSING FRAMEWORKAGREEMENT AND THE DIRECTOR’S VIEW ON THE TRANSACTIONSCONTEMPLATED THEREUNDER

Xinyi Group (Glass) is a wholly-owned subsidiary of Xinyi Glass and an investmentholding and trading company. Xinyi Glass Group is principally engaged in theproduction and sale of a wide range of glass products, including automobile glass,architectural glass, float glass and other glass products for different commercial andindustrial applications.

Xinyi Solar (Hong Kong) is a wholly-owned subsidiary of Xinyi Solar and aninvestment holding and trading company. Xinyi Solar Group is principally engagedin the production and sale of solar glass products, which are carried outinternationally, through its production complexes in the PRC and Malaysia. Inaddition, Xinyi Solar Group is also engaged in the development and operation ofsolar farms and the engineering, procurement and construction services of solarfarms.

Xinyi Hong Kong is principally engaged in the provision of installation ofautomobile glass products in Hong Kong and the production and sale of lithiumbattery related products, the trading of forklifts, the provision of wind farmmanagement services and investment and development in wind farm projects in thePRC.

Both Xinyi Glass Group and Xinyi Solar Group consumes electricity in vast volumein its business. As price of electricity differs in different time within a day accordingto grid power load, energy storage equipment allows Xinyi Glass Group and XinyiSolar Group to charge electricity in off-peak hours and discharge for use in peakhours which can reduce the electricity bill cost as well as contribute to the loadshifting for local power grid. Besides, energy storage equipment can act as anuninterruptible power system to provide an immediate backup power when there arepower disruption from local power grid. In order to participate in the generalsupported load shifting and to avoid power disruption, Xinyi Glass Board and XinyiSolar Board consider that it is beneficial to the respective business of Xinyi GlassGroup and Xinyi Solar Group to maintain lithium battery energy storage equipmentwhich can reduce electricity costs, attribute to the load shifting in power grid andensure stability in power supply . The Xinyi Glass Processing Framework Agreementand the Xinyi Solar Processing Framework Agreement will also help Xinyi GlassGroup and Xinyi Solar Group to maintain stable supply of lithium battery energystorage equipment. Xinyi Hong Kong has equipped with the technologies andfacilities in respect of production of lithium battery energy storage products. XinyiHong Kong Board consider that each of the Xinyi Glass Processing FrameworkAgreement and Xinyi Solar Processing Framework Agreement will provide a steadybusiness flow to Xinyi Hong Kong Group.

− 9 −

Given the aforesaid and after taking into account the terms of the Xinyi GlassProcessing Framework Agreement, the Xinyi Glass Directors (including theindependent non-executive Xinyi Glass Directors but excluding Datuk LEE Yin Yee,B.B.S., Mr. TUNG Ching Bor, Tan Sri Datuk TUNG Ching Sai, Mr. LEE Shing Kan,Mr. LI Ching Wai, Mr. LI Ching Leung, Mr. SZE Nang Sze and Mr. NG Ngan Ho,who may be regarded as having material interests in the transactions contemplatedunder the Xinyi Glass Processing Framework Agreement and have voluntarilyabstained from voting on the Xinyi Glass Board resolutions approving the XinyiGlass Processing Framework Agreement and the transactions contemplatedthereunder) and the Xinyi Hong Kong Directors (excluding Tan Sri Datuk TUNGChing Sai and Mr. LEE Shing Kan, who may be regarded as having material interestsin the transactions contemplated under the Xinyi Glass Processing FrameworkAgreement and have voluntarily abstained from voting on the Xinyi Hong KongBoard resolutions approving the Xinyi Glass Processing Framework Agreement andthe transactions contemplated thereunder; and also excluding the independentnon-executive Xinyi Hong Kong Directors whose opinion on the matter will be setforth in the circular to be dispatched by Xinyi Hong Kong in respect of the XinyiGlass Processing Framework Agreement by reference to the advice of the Xinyi HongKong Independent Financial Adviser in this regard) consider that entering into theXinyi Glass Processing Framework Agreement is in the interests of Xinyi Glass andXinyi Hong Kong and their respective shareholders as a whole, and the terms thereofare on normal commercial terms and fair and reasonable.

Given the aforesaid and after taking into account the terms of the Xinyi SolarProcessing Framework Agreement, the Xinyi Solar Directors (including theindependent non-executive Xinyi Solar Directors but excluding Tan Sri Datuk TUNGChing Sai, Mr. LI Man Yin, Datuk LEE Yin Yee, B.B.S., Mr. LEE Yau Ching and Mr.LEE Shing Put, who may be regarded as having material interests in the transactionscontemplated under the Xinyi Solar Processing Framework Agreement and haveabstained from voting on the Xinyi Solar Board resolutions approving the XinyiSolar Processing Framework Agreement and the transactions contemplatedthereunder) and the Xinyi Hong Kong Directors (excluding Tan Sri Datuk TUNGChing Sai and Mr. LEE Shing Kan, who may be regarded as having material interestsin the transactions contemplated under the Xinyi Solar Processing FrameworkAgreement and have abstained from voting on the Xinyi Hong Kong Boardresolutions approving the Xinyi Solar Processing Framework Agreement and thetransactions contemplated thereunder; and also excluding the independentnon-executive Xinyi Hong Kong Directors whose opinion on the matter will be setforth in the circular by reference to the advice of the Xinyi Hong Kong IndependentFinancial Adviser in this regard) consider that entering into the Xinyi SolarProcessing Framework Agreement is in the interests of the Xinyi Solar and XinyiHong Kong and their respective shareholders as a whole, and the terms thereof areon normal commercial terms and fair and reasonable.

− 10 −

IMPLICATIONS UNDER THE LISTING RULES AND THE GEM LISTINGRULES

Xinyi Glass

Xinyi Group (Glass) is a wholly-owned subsidiary of Xinyi Glass. As at the date ofthis announcement, various directors of Xinyi Glass, namely Datuk LEE Yin Yee,B.B.S., Mr. TUNG Ching Bor, Tan Sri Datuk TUNG Ching Sai, Mr. LI Ching Wai,Mr. LI Ching Leung, Mr. SZE Nang Sze and Mr. NG Ngan Ho and their respectiveassociates (as defined under the Listing Rules), are interested in more than 30% inaggregate of the issued share capital of Xinyi Hong Kong. Accordingly, Xinyi HongKong is a connected person of Xinyi Glass under Chapter 14A of the Listing Rulesand the transactions contemplated under the Xinyi Glass Processing FrameworkAgreement constitute continuing connected transactions of Xinyi Glass underChapter 14A of the Listing Rules.

As the proposed maximum annual cap in respect of the Xinyi Glass ProcessingFramework Agreement is more than HK$3,000,000 and that some of the applicableratios calculated thereof are more than 0.1% but less than 5%, the transactionscontemplated under the Xinyi Glass Processing Framework Agreement are subject tothe reporting and announcement requirements but exempt from the independentshareholders’ approval requirement of Xinyi Glass under Chapter 14A of the ListingRules.

Xinyi Solar

Xinyi Solar (Hong Kong) is a wholly-owned subsidiary of Xinyi Solar. As at the dateof this announcement, various directors of Xinyi Solar, namely Tan Sri Datuk TUNGChing Sai, Mr. LI Man Yin and Datuk LEE Yin Yee, B.B.S. and their respectiveassociates (as defined under the Listing Rules) are interested in more than 30% inaggregate of the issued share capital of Xinyi Hong Kong. Accordingly, Xinyi HongKong is a connected person of Xinyi Solar under Chapter 14A of the Listing Rulesand the transactions contemplated under the Xinyi Solar Processing FrameworkAgreement constitutes continuing connected transactions of Xinyi Solar underChapter 14A of the Listing Rules.

As the proposed maximum annual cap in respect of the Xinyi Solar ProcessingFramework Agreement is more than HK$3,000,000 and that one of the applicableratios calculated thereof is more than 0.1% but less than 5%, the transactionscontemplated under the Xinyi Solar Processing Framework Agreement are subject tothe reporting and announcement requirements but exempt from the independentshareholders’ approval requirement of Xinyi Solar under Chapter 14A of the ListingRules.

− 11 −

Xinyi Hong Kong

As at the date of this announcement, the controlling shareholders of Xinyi Hong

Kong, namely Datuk LEE Yin Yee, B.B.S., Mr. TUNG Ching Bor, Tan Sri Datuk

TUNG Ching Sai, Mr. LI Ching Wai, Mr. LI Ching Leung, Mr. SZE Nang Sze, Mr.

NG Ngan Ho, Mr. LI Man Yin and Mr. LEE Sing Din and their respective associates

(as defined under the GEM Listing Rules) are interested in aggregate more than 30%

of each of the issued share capital of Xinyi Glass and Xinyi Solar respectively.

Accordingly, Xinyi Group (Glass) and Xinyi Solar (Hong Kong) are connected

persons of Xinyi Hong Kong under Chapter 20 of the GEM Listing Rules and the

transactions contemplated under the Xinyi Glass Processing Framework Agreement

and the Xinyi Solar Processing Framework Agreement constitute continuing

connected transactions of Xinyi Hong Kong under Chapter 20 of the GEM Listing

Rules.

Pursuant to Rule 20.80(1) of the GEM Listing Rules, the Xinyi Glass Processing

Framework Agreement and the Xinyi Solar Processing Framework Agreement shall

be aggregated as they were entered into by the Company with parties connected with

one another. As the aggregated proposed maximum annual caps under the Xinyi

Glass Processing Framework Agreement is more than HK$10,000,000 and that the

applicable ratios calculated thereof are more than 5%, the transactions contemplated

under the Xinyi Glass Processing Framework Agreement and the Xinyi Solar

Processing Framework Aggreement and the respective proposed annual caps for each

of the two years ending 31 December 2019 are subject to the reporting,

announcement, annual review and independent shareholders’ approval requirements

of Xinyi Hong Kong under Chapter 20 of the GEM Listing Rules.

A circular containing, among others:

(a) details of the Xinyi Glass Processing Framework Agreement, the Xinyi Solar

Processing Framework Agreement and their respective proposed annual caps;

(b) a letter from the Xinyi Hong Kong Independent Financial Adviser to the Xinyi

Hong Kong Independent Board Committee containing its advice on the Xinyi

Glass Processing Framework Agreement, the Xinyi Solar Processing Framework

Agreement and their respective proposed annual caps;

(c) the recommendation of the Xinyi Hong Kong Independent Board Committee on

the Xinyi Glass Processing Framework Agreement, the Xinyi Solar Processing

Framework Agreement and their respective proposed annual caps; and

− 12 −

(d) the notice of Xinyi Hong Kong EGM to be convened to approve, among others,the transactions contemplated under the Xinyi Glass Processing FrameworkAgreement and the Xinyi Solar Processing Framework Agreement and theirrespective proposed annual caps for the period commencing from the EffectiveDate and ending on 31 December 2018 and the 12 months period ending 31December 2019,

will be dispatched to the shareholders of Xinyi Hong Kong in accordance with theGEM Listing Rules on or before 16 March 2018.

DEFINITIONS

In this announcement, unless the context otherwise requires, the followingexpressions have the following meanings:

“Effective Date” the date on which the resolutions regarding theXinyi Glass Processing Framework Agreement andthe Xinyi Solar Processing Framework Agreement(including the respective annual caps and therespective transactions contemplated thereunder)being approved by the Xinyi Hong KongIndependent Shareholders at the Xinyi Hong KongEGM

“GEM” GEM operated by the Stock Exchange

“GEM Listing Rules” The Rules Governing the Listing of Securities onGEM

“Hong Kong” the Hong Kong Special Administrative Region ofthe PRC

“HK$” Hong Kong dollars, the lawful currency of HongKong

“Listing Rules” the Rules Governing the Listing of Securities onthe Stock Exchange

“PRC” the People’s Republic of China, excluding HongKong, the Macau Special Administrative Region ofthe PRC and Taiwan for the purpose of thisannouncement

“RMB” Renminbi, the lawful currency of the PRC

“Stock Exchange” the Stock Exchange of Hong Kong Limited

− 13 −

“Xinyi Hong Kong” Xinyi Automobile Glass Hong Kong EnterprisesLimited (信義汽車玻璃香港企業有限公司), acompany incorporated in the Cayman Islands withlimited liability, the shares of which are listed onGEM of the Stock Exchange (stock code: 08328)

“Xinyi Hong Kong Board” the board of Xinyi Hong Kong Directors

“Xinyi Hong KongDirectors”

the directors of Xinyi Hong Kong

“Xinyi Hong Kong EGM” an extraordinary general meeting of Xinyi HongKong to be convened to approve the Xinyi GlassProcessing Framework Agreement and the XinyiSolar Processing Framework Agreement, thetransactions contemplated thereunder and therespective proposed annual caps

“Xinyi Hong Kong Group” Xinyi Hong Kong and its subsidiaries

“Xinyi Hong KongIndependent BoardCommittee”

a committee of the Xinyi Hong Kong Boardcomprising of all the independent non-executiveXinyi Hong Kong Directors, namely Mr. WANGGuisheng, Mr. NG Wai Hung and Mr. CHAN HakKan, B.B.S., JP.

“Xinyi Hong KongIndependent Shareholders”

shareholders of Xinyi Hong Kong (other thanDatuk LEE Yin Yee, B.B.S., Mr. TUNG Ching Bor,Tan Sri Datuk TUNG Ching Sai, Mr. LI Ching Wai,Mr. LI Ching Leung, Mr. SZE Nang Sze, Mr. NGNgan Ho, Mr. LI Man Yin, Mr. LEE Sing Din, FullGuang Holdings Limited, High Park TechnologyLimited, Realbest Investment Limited, TelerichInvestment Limited, Copark Investment Limited,Perfect All Investments Limited, LinkallInvestment Limited, Herosmart Holdings Limited,Goldpine Limited, Goldbo International Limitedand their respective associates) who are notinvolved in or interested in the transactionscontemplated under the Xinyi Glass ProcessingFramework Agreement and the Xinyi SolarProcessing Framework Agreement

− 14 −

“Xinyi Hong KongIndependent FinancialAdviser”

Innovax Capital Limited, a licensed corporation tocarry out Type 1 (dealing in securities) and Type 6(advising on corporate finance) regulated activitiesunder the Securities and Futures Ordinance(Chapter 571 of the Laws of Hong Kong), being theindependent financial adviser appointed to advisethe Xinyi Hong Kong Independent BoardCommittee and the Xinyi Hong Kong IndependentShareholders in respect of the Xinyi GlassProcessing Framework Agreement and the XinyiSolar Processing Framework Agreement

“Xinyi Glass” Xinyi Glass Holdings Limited (信義玻璃控股有限公司), a company incorporated in the CaymanIslands with limited liability, the shares of whichare listed on the Stock Exchange (stock code:00868)

“Xinyi Glass Board” the board of Xinyi Glass Directors

“Xinyi Glass Directors” the directors of Xinyi Glass

“Xinyi Glass Group” Xinyi Glass and its subsidiaries

“Xinyi Group (Glass)” Xinyi Group (Glass) Company Limited (信義集團(玻璃)有限公司), a company incorporated in HongKong with limited liability and a wholly-ownedsubsidiary of Xinyi Glass

“Xinyi Glass ProcessingFramework Agreement”

the processing framework agreement entered intobetween Xinyi Group (Glass) and Xinyi HongKong on 26 February 2018 for a term commencingfrom the Effective Date and expiring on 31December 2019, pursuant to which Xinyi HongKong Group shall be commissioned by XinyiGroup (Glass) and its subsidiaries to processlithium battery energy storage equipment

“Xinyi Solar” Xinyi Solar Holdings Limited (信義光能控股有限公司), a company incorporated in the CaymanIslands with limited liability, the shares of whichare listed on the Stock Exchange (stock code:00968)

− 15 −

“Xinyi Solar (Hong Kong)” Xinyi Solar (Hong Kong) Limited (信義光能(香港)有限公司), a company incorporated in Hong Kongwith limited liability and a wholly-ownedsubsidiary of Xinyi Solar

“Xinyi Solar Board” the board of Xinyi Solar Directors

“Xinyi Solar Directors” the directors of Xinyi Solar

“Xinyi Solar Group” Xinyi Solar and its subsidiaries

“Xinyi Solar ProcessingFramework Agreement”

the processing framework agreement entered intobetween Xinyi Solar (Hong Kong) and Xinyi HongKong on 26 February 2018 for a term commencingfrom the Effective Date and expiring on 31December 2019, pursuant to which Xinyi HongKong Group shall be commissioned by Xinyi Solar(Hong Kong) and its subsidiaries to process lithiumbattery energy storage equipment

“%” per cent.

By order of the board of directors ofXinyi Glass Holdings Limited

Datuk LEE Yin Yee, B.B.S.Chairman

By order of the board of directors ofXinyi Solar Holdings Limited

LEE Yau ChingExecutive Director andChief Executive Officer

By order of the board of directors ofXinyi Automobile Glass Hong Kong

Enterprises LimitedTan Sri Datuk TUNG Ching Sai

Chairman

Hong Kong, 26 February 2018

* For identification only.

− 16 −

Unless the context requires otherwise, the translation of RMB into HK$ in this joint announcement

is based on the rate of RMB0.81 = HK$1.0. No representation is made that any amount in RMB and

HK$ can be or could have been converted at the relevant dates at these rates or any other rates at

all.

As of the date of this joint announcement, the Xinyi Glass Board comprises four executive directors,

namely Datuk LEE Yin Yee, B.B.S. (Chairman of the Xinyi Glass Board), Mr. TUNG Ching Bor, Tan

Sri Datuk TUNG Ching Sai and Mr. LEE Shing Kan, four non-executive directors, namely Mr. LI

Ching Wai, Mr. LI Ching Leung, Mr. SZE Nang Sze and Mr. NG Ngan Ho, and five independent

non-executive directors, namely Mr. LAM Kwong Siu, S.B.S., Mr. WONG Chat Chor Samuel, Dr.

WONG Ying Wai, G.B.S., JP, Mr. TRAN Chuen Wah, John and Mr. TAM Wai Hung, David.

As of the date of this joint announcement, the Xinyi Solar Board comprises four executive directors,

namely Tan Sri Datuk TUNG Ching Sai, Mr. LEE Yau Ching, Mr. LI Man Yin, and Mr. CHEN Xi, two

non-executive directors, namely Datuk LEE Yin Yee, B.B.S. (Chairman of the Xinyi Solar Board) and

Mr. LEE Shing Put, and three independent non-executive directors, namely Mr. CHENG Kwok Kin,

Paul, Mr. LO Wan Sing, Vincent and Mr. KAN E-ting, Martin.

As at the date of this joint announcement, the Xinyi Hong Kong Board comprises two executive

directors namely Ms. LI Pik Yung and Mr. CHAN Chi Leung, two non-executive directors, namely Tan

Sri Datuk TUNG Ching Sai (Chairman of the Xinyi Hong Kong Board) and Mr. LEE Shing Kan, and

three independent non-executive Directors, namely Mr. WANG Guisheng, Mr. NG Wai Hung and Mr.

CHAN Hak Kan, B.B.S., JP.

This announcement, for which the directors of Xinyi Hong Kong collectively and individually accept

full responsibility, includes particulars given in compliance with the Rules Governing the Listing of

Securities on GEM of The Stock Exchange of Hong Kong Limited for the purpose of giving information

with regard to the Company. The directors, having made all reasonable enquiries, confirm that, to the

best of their knowledge and belief the information contained in this announcement is accurate and

complete in all material respects and not misleading or deceptive, and there are no other matters the

omission of which would make any statement herein or this announcement misleading.

This joint announcement will be published on the websites of the Stock Exchange at www.hkexnews.hk,

Xinyi Glass at www.xinyiglass.com and Xinyi Solar at www.xinyisolar.com and will remain on the

GEM website at www.hkgem.com on the “Latest Company Announcements” page for at least 7 days

from the date of its posting and on the website of Xinyi Hong Kong at www.xyglass.com.hk.

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