Shunfeng International Clean Energy : JOINT ANNOUNCEMENT (1) PROPOSED SUBSCRIPTION OF SUBSCRIPTION SHARES (2) APPLICATION FOR WHITEWASH WAIVER AND (3) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

This joint announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities.

CAM SPC acting for and on behalf of

CAM SPC - CNNC-IFMC HK Industry Fund SP

(Incorporated in the Cayman Islands with

limited liability)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01165)

JOINT ANNOUNCEMENT

(1) PROPOSED SUBSCRIPTION OF SUBSCRIPTION SHARES

(2) APPLICATION FOR WHITEWASH WAIVER

AND

(3) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

Financial Adviser to the Subscriber

CMBC International Capital Limited

THE SUBSCRIPTION

On 14 December 2018, the Company entered into the Subscription Agreement with the Subscriber and the Guarantor. Pursuant to the Subscription Agreement, the Company has conditionally agreed to allot and issue to the Subscriber, and the Subscriber has conditionally agreed to subscribe for, 7,591,153,464 Subscription Shares (representing (i) approximately 152.36% of the issued share capital of the Company as at the date of this joint announcement, and (ii) approximately 60.37% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares (assuming there is no change in the issued share capital of the Company other than the issue of the Subscription Shares)) at the Subscription Price of HK$0.214 per Subscription Share.

Completion shall be conditional upon the fulfillment or, where applicable, waiver of the Conditions as described in the sub-section headed "Conditions of the Subscription" under the section headed "Subscription Agreement" in this joint announcement.

The Company will allot and issue the Subscription Shares under the Specific Mandate to be approved by the Independent Shareholders at the EGM.

Application will be made to the Listing Committee for the listing of, and permission to deal in, the Subscription Shares.

Other than the entering into of the MOU, and the Subscription Agreement neither the Subscriber nor any party acting in concert with it has acquired or disposed of or entered into any agreement or arrangement to acquire or dispose of any voting rights in the Company during the six months prior to the date of the Memorandum Announcement and the period up to and including the date of this joint announcement, and none of them is interested in any issued Shares or other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company as at the date of this joint announcement.

TAKEOVERS CODE IMPLICATIONS

Application for the Whitewash Waiver

Immediately upon Completion, assuming there is no change in the issued share capital of the Company other than the issue of the Subscription Shares, the Subscriber (together with parties acting in concert with it) will be interested in 7,591,153,464 Shares, representing approximately 60.37% of the issued share capital of the Company as enlarged by the allotment and issuance of the Subscription Shares.

Under Rule 26.1 and Rule 13 of the Takeovers Code, upon the allotment and issuance of the Subscription Shares at Completion (assuming there is no change in the issued share capital of the Company other than the issue of the Subscription Shares), the Subscriber would be obliged to make a mandatory general offer to the Shareholders for all the issued Shares and other securities of the Company and all the Convertible Bonds not already owned or agreed to be acquired by the Subscriber and parties acting in concert with it, unless the Whitewash Waiver is granted by the Executive and the approval by 75% of the Independent Shareholders is obtained in accordance with the Takeovers Code.

The Subscriber has applied to the Executive for the Whitewash Waiver pursuant to Note 1 on dispensations from Rule 26 and Rule 13 of the Takeovers Code, which, if granted, will be subject to the approval by 75% of the Independent Shareholders taken by way of poll at the EGM.

The Whitewash Waiver may or may not be granted by the Executive and if granted, will be subject to approval by 75% of Independent Shareholders at the EGM. The grant of the Whitewash Waiver by the Executive and the approval of the Whitewash Waiver by 75% of the Independent Shareholders are conditions precedent to the Completion. If the Whitewash Waiver is not granted by the Executive or not approved by 75% of the Independent Shareholders, the Subscriber and the Company may collectively elect to waive this condition and proceed with the Subscription in the absence of the Whitewash Waiver. Accordingly, if the Subscriber and the Company collectively elect to proceed with the Subscription in the absence of the Whitewash Waiver, the Subscriber will be obliged to make the Possible Offers. Relevant announcement(s) will be made by the Company and the Subscriber in compliance with the Listing Rules and the Takeovers Code as and when appropriate.

The Disposal and special deal

The Subscriber is aware of the Disposal at the consideration of approximately RMB4,700 million, the details of which will be set out in the announcement to be made by the Company in relation to the Disposal. Completion of the Subscription is not conditional upon the completion of the Disposal.

As the Disposal, if materialises, is an arrangement between the Company and a substantial shareholder of the Company (the "Purchaser"), which is not capable of being extended to all shareholders of the Company, the Disposal constitutes a special deal of the Company under Rule 25 of the Takeovers Code and requires the consent of the Executive. Such consent, if granted, will be subject to (i) the opinion of an independent financial adviser to the Company that the terms of the Disposal are fair and reasonable; and (ii) the approval of the Disposal by disinterested shareholders of the Company by way of poll at an EGM of the Company. If the consent of the Executive cannot be obtained, it is envisaged that the Company will not proceed with the Disposal. As it is envisaged that the Subscription is not interconditional with the Disposal, the Subscription can continue to proceed in such a case. The Company will apply for the consent of the Executive as described above.

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

As at the date of this joint announcement, the authorised share capital of the Company is HK$100,000,000 divided into 10,000,000,000 Shares, of which 4,982,375,490 Shares have been allotted and issued as fully paid or credited as fully paid. In order for the Company to undertake future issuances of Shares, the Board proposes the Authorised Share Capital Increase to increase the authorised share capital of the Company to HK$200,000,000 divided into 20,000,000,000 Shares by the creation of an additional 10,000,000,000 Shares. The proposed Authorised Share Capital Increase is subject to the approval of the Shareholders at the EGM.

PUBLIC FLOAT AND MAINTAINING THE LISTING STATUS OF THE COMPANY

The Subscriber intends for the Company to maintain the listing status of the Shares on the Main Board of the Stock Exchange after the Completion.

EGM

The EGM will be convened and held for the purposes of considering and if thought fit, approving the Subscription, the granting of the Specific Mandate, the Authorised Share Capital Increase and the Whitewash Waiver. The voting in relation to the Subscription and the Whitewash Waiver at the EGM will be conducted by way of a poll.

The Circular containing, among other things, (i) details of the Subscription, the granting of the Specific Mandate, the Authorised Share Capital Increase and the Whitewash Waiver; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Subscription and the Whitewash Waiver; and (iv) a notice convening the EGM is expected to be despatched within 21 days of the date of this joint announcement.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee has been established for the purpose of making a recommendation to the Independent Shareholders in respect of the Subscription and the Whitewash Waiver.

The Independent Board Committee comprises all the independent non-executive Directors, namely, Mr. Tao Wenquan, Mr. Zhao Yuwen and Mr. Kwong Wai Sun Wilson. None of the members of the Independent Board Committee has any direct or indirect interest in the Subscription and the Whitewash Waiver.

The Company has appointed the Independent Financial Adviser to advise the Independent Board Committee in relation to the Subscription and the Whitewash Waiver. The advice of the Independent Financial Adviser will be contained in the Circular.

SUSPENSION OF TRADING IN THE SHARES

At the request of the Company, trading in the Shares on the Stock Exchange was halted with effect from 9:00 a.m. on 11 December 2018. Trading in the Shares on the Stock Exchange will continue to be suspended pending the release of an announcement in relation to the Disposal.

WARNING

The Subscription is subject to the fulfillment or waiver (as the case may be) of a number of Conditions set out under the section headed "Conditions of the Subscription" in this joint announcement, including approval by the Shareholders at the EGM for the Subscription. As such, the Subscription may or may not proceed.

Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company, and if they are in any doubt about their position, they should consult their professional advisers.

Reference is made to the announcements of the Company dated 27 September 2018 in relation to, among others, the entering into by the Company of a memorandum of understanding for the Subscription (the

"Memorandum Announcement").

The Board is pleased to announce that the Subscriber, the Company and the Guarantor have entered into the Subscription Agreement on 14 December 2018. A summary of the principal terms of the Subscription Agreement is set out below.

SUBSCRIPTION AGREEMENT

Date: 14 December 2018

Parties

(i) The Company, as issuer;

• (ii) CAM SPC - CNNC-IFMC HK Industry Fund SP as subscriber; and

• (iii) Jiangsu Shunfeng Photovoltaic Technology Company Limited* (ϪᘽනࠬΈཥ߅ҦϞࠢʮ̡) as guarantor.

The Subscription

Pursuant to the Subscription Agreement, the Company has conditionally agreed to allot and issue to the Subscriber, and the Subscriber has conditionally agreed to subscribe for, 7,591,153,464 Subscription Shares (representing (i) approximately 152.36% of the issued share capital of the Company as at the date of this joint announcement, and (ii) approximately 60.37% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares (assuming there is no change in the issued share capital of the Company other than the issue of the Subscription Shares)) at the Subscription Price of HK$0.214 per Subscription Share.

Mandate for the issue of the Subscription Shares

The Company will allot and issue the Subscription Shares under the Specific Mandate to be approved by the Independent Shareholders at the EGM.

Ranking

The Subscription Shares, when issued and fully paid, will rank pari passu in all respects among themselves and with all other Shares in issue as at the date of the allotment and issue of the Subscription Shares.

The aggregate amount of the consideration for the Subscription Shares is approximately HK$1,624,000,000, which shall be payable by the Subscriber in cash at Completion.