China Shuifa Singyes Energy : SUPPLEMENTAL ANNOUNCEMENT MAJOR AND CONNECTED TRANSACTION DISPOSAL OF EQUITY INTEREST IN THE TARGETS AND DELAY IN DESPATCH OF CIRCULAR

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 Shuifa Singyes Energy Holdings Limited ʕ਷˥೯ጳุঐ๕ණྠϞࠢʮ̡

(incorporated in Bermuda with limited liability)

(Stock Code: 750)

SUPPLEMENTAL ANNOUNCEMENT MAJOR AND CONNECTED TRANSACTION DISPOSAL OF EQUITY INTEREST IN THE TARGETS

AND

DELAY IN DESPATCH OF CIRCULAR

Reference is made to the announcements of the Company dated 4 September 2016, 17 January 2020 and 10 May 2020 (the "10 May Announcement") (collectively, the "Announcements") in relation to a major transaction of the Company involving the proposed disposal of equity interests in entities holding certain solar assets of the Company. Terms used in this announcement shall have the same meaning as those defined in the Announcements, unless defined in this announcement or the context requires otherwise.

On 12 March 2021, the parties have entered into a second supplemental agreement to the Amended and Restated Sale and Purchase Agreement (the "2nd Supplemental SPA"), the details of which are set out below.

THE 2ND SUPPLEMENTAL SPA

Key particulars and effects of the 2nd Supplemental SPA are set out below:

1.

The parties have agreed that if the Purchaser's Holding Company fails to obtain a no further comment confirmation from the Stock Exchange in respect of its reverse takeover circular on or before 31 December 2021, the Vendor and the Company (as the Vendor's guarantor) shall directly return the deposit of HK$40,000,000 to a designated bank account of Happy Fountain Limited within 10 Business Days in accordance with the directions of Happy Fountain Limited (the "Deposit Return Condition").

• 2. Happy Fountain Limited may at its sole discretion and at any time waive the Deposit Return Condition by way of a written notice to each of the parties to the Amended and Restated Sale and Purchase Agreement.

• 3. The definition of "Fund Raisings has been amended to "the activities and transactions to be conducted by the Purchaser's Holding Company for the raising of new funds as part of the Restructuring including one or more of the following transactions (i) the share subscription under or pursuant to the Restructuring Agreement; and (ii) the Public Offer, further details of which shall be set out in the Purchaser Holdco Circular and the relevant application forms in relation to the subscription of shares under the Public Offer (including the Preferential Offering) (and/or other relevant offering documents)".

• 4. A new definition of Public Offer was adopted.

• 5. The Long Stop Date was amended to 31 December 2021, or such later as may be agreed in writing by the parties.

• 6. Under the paragraph headed "Consideration" in the 10 May Announcement, the following amendment:

  "the Consideration shall be paid and settled by the Purchaser and/or the Investors (or a wholly-owned subsidiary of such Investors(s)) (as the case may be) as follows".

• 7. Sub-paragraph (b) set out in the paragraph headed "Consideration" in the 10 May Announcement shall be amended as:

  "upon the satisfaction of the conditions below and within five (5) Business Days therefrom (as confirmed by the Purchaser), the Purchaser shall pay and shall procure Lukong Water (or its wholly-owned subsidiary) to complete the settlement of the Completion Payment in the amount of HK$480,000,000. For the avoidance of doubt, it was agreed that Lukong Water or its designated wholly-owned subsidiary shall directly and irrevocably pay the Completion Payment in the amount of HK$480,000,000 (to be settled in an equivalent amount of foreign currency) to the Vendor, the Company or a designated wholly-owned subsidiary of any of them. Upon the payment of the Completion Payment in the amount of HK$480,000,000 by Lukong Water or its designated wholly-owned subsidiary, it shall be deemed that the Purchaser has performed in full its payment obligations to the Vendor in respect of the

  Completion Payment:

1.

all funds generated from the Fund Raising (the "Funds from Fund Raising") having been received by the Purchaser's Holding Company or its representative;

• 2. compliance with all governing conditions stated in the Purchaser Holdco Circular or any relevant agreements or document in respect of restrictions on the use or application of the Funds from Fund Raising;

• 3. compliance with all provisions under the Listing Rules or other regulations of the Stock Exchange or other regulatory authorities or any applicable laws and regulations which apply to any use or application of the Funds from Fund Raising; and

• 4. all necessary waivers, consent and approval having been obtained from any relevant governmental or regulatory authorities or other relevant third parties in respect of the use or application of the Funds from Fund Raising"

• 8. Condition Precedent numbered (11)(b) set out in the paragraph headed "Condition Precedent" in the Announcement shall be amended as:

  "the Fund Raisings having been completed and the Purchaser's Holding Company shall receive the net proceeds therefrom (after deducting the fees payable to all professional parties) in the aggregate amount of not less than HK$565,000,000 (for the avoidance of doubt, the above-mentioned HK$565,000,000 shall be inclusive of the Completion Payment in the amount of HK$480,000,000 paid directly by Lukong Water or its designated wholly- owned subsidiary to the Vendor or the Company)".

• 9. The definition of "placing" shall be deleted, and accordingly, references to "placing" in the Amended and Restated Sale and Purchase Agreement (as amended and supplemented) shall also be deleted.

Save as those disclosed above, the other terms and conditions of the Amended and Restated Sale and Purchase Agreement (as supplemented by the Supplemental SPA) shall remain effective.

DELAY IN DESPATCH OF CIRCULAR

It was disclosed in the 10 May Announcement that a circular containing, among other things, (i) details of the Amended and Restated Sale and Purchase Agreement (as supplemented and amended from time to time) and the Transactions contemplated thereunder; (ii) a letter from the Independent Board Committee; (iii) a letter from the Independent Financial Adviser; (iv) a notice of the SGM; and (v) further information required to be disclosed under the Listing Rules, is expected to be

despatched to the Shareholders in or around August 2020.

As additional time is required to prepare and finalise, among other things, the circular and necessary information to be included in the circular, the circular is expected to be despatched to the Shareholders in or around 30 June 2021.

DEFINITIONS

Unless the context requires otherwise, the terms in this announcement shall have the following meanings:

"Preferential Offering"

the preferential offering of 4,615,578,444 reserved shares at the price of HK$0.015 per share on the basis of three (3) reserved shares for every one (1) share held on the record date to the qualifying shareholders for subscription as the assured entitlement of qualifying shareholders. Further details of which shall be set out in the Purchaser Holdco Circular and the relevant application forms (and/or other relevant offering documents)

"Public Offer"

the issue and offer of the offer shares for subscription in Hong Kong at the price of HK$0.015 per share on and subject to the terms and conditions to be set out in the Purchaser Holdco Circular and the relevant application forms and, for the avoidance of doubt, including the Preferential Offering. Further details of which shall be set out in the Purchaser Holdco Circular and the relevant application forms (and/or other relevant offering documents)

By order of the Board

China Shuifa Singyes Energy Holdings Limited

Zheng Qingtao

Chairman

Hong Kong, 12 March 2021

As at the date of this announcement, the executive Directors are Mr. Zheng Qingtao (Chairman), Mr. Liu Hongwei (Vice Chairman), Mr. Wang Dongwei and Mr. Chen Fushan, the non-executive Directors are Ms. Wang Suhui and Mr. Zhang Jianyuan, and the independent non-executive Directors are Dr. Wang Ching, Mr. Yick Wing Fat, Simon and Dr. Tan Hongwei.

* for identification purpose only