Kong Sun Proposes Raising A Maximum of Hk$2,264.7 Million by Placing New Shares and Issuing Bonds and Convertible Bonds to Expand Photovoltaic Power Business In China

HONG KONG, April 29, 2015 /PRNewswire/ -- Kong Sun Holdings Limited ("Kong Sun" or the "Company", SEHK stock code: 295, which together with its subsidiaries is referred to as the "Group"), which invests in and operates photovoltaic power plants, is pleased to announce that the Group has signed a conditional placing agreement, a referral agreement and a memorandum of understanding ("MOU") to place shares, issue bonds due in 2018 and issue convertible bonds with the aim of raising total maximum proceeds of approximately HK$2,264.7 million.

Placing of 1.17 billion new ordinary shares at HK$1.20 per share

Pursuant to the conditional placing agreement, the Group agreed to place up to 1.17 billion new ordinary shares at the placing price of HK$1.20 per placing share to not less than six independent placees, with a net proceeds of approximately HK$1,364.7million. The placing price represented a discount of approximately 28.99% to the closing price of HK$1.69 per share on the 28th of April, 2015 on the Stock Exchange of Hong Kong Limited. The shares placed represents approximately 13.54% of the Company's existing issued share capital and 11.92% of its enlarged issued share capital. The allotment and issue of the placing shares will be made under a specific mandate to be sought from the shareholders of the Company at the Extraordinary General Meeting, which is expected to be convened on 5th June 2015.

China International Capital Corporation Hong Kong Securities Limited, First Shanghai Securities Limited, Kingston Securities Limited and UOB Kay Hian (Hong Kong) Limited are the placing agents of the share placement.

Issue of HK$400 million bonds

Pursuant to the Referral Agreement, the Company has agreed to issue bonds of an aggregate principal of up to HK$400 million due in 2018 with an interest rate of 6% per annum. The interest is payable annually in arrears. The maximum net proceeds from the issue of the bonds is estimated to be approximately HK$396 million. China Times Securities Limited is the referral agent for this bond issue.

Issue of RMB400 million (or equivalent amount of approximately HK$500 million) convertible bonds

Under the MOU, the Group agreed to issue RMB400 million (or equivalent amount of approximately HK$500 million) worth of two-year convertible bonds due in 2017 with an interest rate of 4.5% per annum. The conversion price of the convertible bonds is HK$1.58 per share. The Company and the investor propose to negotiate in good faith and execute a definite agreement in respect of the proposed convertible bonds subscription as soon as practicable after the execution of the Memorandum.

Dr. Liu Wen Ping, Chairman of the Board of Kong Sun, commented, "Solar photovoltaic installed capacity in China increased by 5.04GW in the first quarter of 2015, according to the National Energy Administration. This figure represents more than 50% of the country's annual installation in 2014 and reflects that the development of the solar photovoltaic power generation industry is speeding up. Proceeds from the placement of new shares, the issue of bonds and convertible bonds will further strengthen the Group's financial position and thus enable it to accelerate its investment in and acquisition of photovoltaic power plants. We are confident that investment in this fast-growing industry will generate attractive returns to shareholders."

Company Profile

Kong Sun was mainly engaged in property investment, sales and manufacturing of life-like plants and securities investment. Starting from 2014, the Group commenced investment in photovoltaic power station projects. It currently owns grid-connected projects in Hami, Yingjisha, Kuche and Wushi County of Xinjiang, Yuman and Jiuquan of Gansu, as well as several photovoltaic power plants under development across China.

In addition, since late April 2014, Kong Sun has also entered into a number of memorandum of understanding and agreements for the development of photovoltaic power plants in Gansu, Hebei, Inner Mongolia, Anhui, Yunnan and Xinjiang provinces of the country.

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