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SGM Presentation on Proposed Disposal of M&S 15 April 2021

SGM Presentation on Proposed Disposal of M&S

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Page 1: SGM Presentation on Proposed Disposal of M&S

SGM Presentation on Proposed Disposal of M&S

15 April 2021

Page 2: SGM Presentation on Proposed Disposal of M&S

Disclaimer

This presentation contains highlights and does not purport to contain all of the information that may be required to evaluate any potential transaction mentioned in this presentation, including the Proposed

Disposal and the Proposed Amendments to Convertible Bond Purchase Agreements. This presentation is not to be construed as investment or financial advice and is prepared for informational purposes only,

without regard to the objectives, financial situation nor needs of any specific person. This presentation and the information contained herein does not constitute an offer to sell or issue or the solicitation of an

offer to buy or acquire securities of Sunpower Group Ltd. (“Sunpower” or the “Company” and together with the subsidiaries, the “Group” ) in any jurisdiction or an inducement to enter into investment

activity, nor may it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever.

This presentation may include forward-looking statements and financial information provided with respect to the anticipated future performance of the deal and involve assumptions risks and uncertainties

based on the Company’s view of future events. Accordingly, there can be no assurance that such projections and forward-looking statements can be realized. The actual results may vary from the anticipated

results and such variations may be material. No representations or warranties are made as to the accuracy or reasonableness of such assumptions of the forward-looking statements and financial information

based thereon. The Company does not make any representations and provide no warranties concerning the accuracy of the forward looking statements and undertakes no obligation to update forward-

looking statements and financial information to reflect subsequent occurring events or circumstances, or to changes in its expectations, except as may be required by law. The past performance of the

Company and the Group is not necessarily indicative of the future performance of the Company or the Group.

Neither this presentation nor any of its content may be distributed, reproduced, or used for any purpose without the prior written consent of Sunpower. By accessing to this presentation, you agree not to

remove or revise this document, or any materials provided in connection herewith. You agree further not to photograph or publish these materials, in whole or in part, in any form or pass on these materials

to any other person for any purpose.

This presentation is qualified in its entirety by, and should be read in conjunction with, the full text of the Circular to Shareholders dated 31 March 2021 (the “Circular”). In the event of any inconsistency or

conflict between the Circular and the information contained in this presentation, the Circular shall prevail. All capitalised terms not defined in this presentation shall have the meaning ascribed to them in the

Circular.

For the purposes of the Proposed Special Dividend, the total number of Shares of the Company are computed based on 1,152,523,142 Fully Diluted Total Shares. All S$ per Share dividend are presented

based on Bloomberg exchange rate of RM4.8483 : S$1 as at 24 March 2021, the Latest Practicable Date, for illustrative purposes only.

2

Page 3: SGM Presentation on Proposed Disposal of M&S

05 Resolutions

AGENDA

01

SUNPOWERat a Glance

02

Proposed Disposal of M&S

Business

03

Proposed Amendments to

Convertible Bond Purchase

Agreements

04

IFA Opinion

& Future IPTs

3

Page 4: SGM Presentation on Proposed Disposal of M&S

Sunpower at a Glance

Green Investment Business

(“GI Business” or “GI”)

Manufacturing & Services Business

(“M&S Business” or “M&S”)

• GI is an asset-based business where the Group invests in and operates

centralised steam and electricity facilities that generate long-term,

recurring and high quality income and cashflows

• GI comprises (a) Supply of industrial steam to a range of diverse

industries, such as chemical, printing & dyeing, paper making, F&B,

building materials, pharmaceuticals, paint, wood processing, chemical

fertilisers etc; (b) Supply of pollution-free civil heating to a large base

of households; and (c) Sale of electricity to the State Grid

• Long-term concessions of typically 30 years

• Manufacturing and provision of high-end customised environmental

protection products and solutions, such as

Highly efficient heat exchangers and pressure vessels

Heat pipes and heat pipe exchangers

Pipeline energy saving products

Environmental protection products

Solutions for flare and flare gas recovery systems, zero liquid

discharge systems for high-salinity wastewater, petrochemical

engineering and thermal power engineering

4

GI and M&S are distinct and independent business segments which do not compete with each other

• The GI Business has growth potential in the PRC anti-smog sector, due to (a) mandated closure of “high-emission” pollutive boilers and structural

shift to “ultra-low emission” centralised facilities, (b) strict zoning policies that mandate the location and/or relocation of new factories into industrial

parks with such centralised infrastructure, and (c) the organic expansion of customers and industrial parks served by the GI projects.

• The M&S Business is a manufacturing and services-based business that is order book-driven.

• Each business segment has its own customer base and suppliers, manpower and facilities, and is operated by its own management team. Office

premises and staff for the M&S Business and the GI Business are segregated.

Page 5: SGM Presentation on Proposed Disposal of M&S

03

Proposed Amendments to

Convertible Bond Purchase

Agreements

04

IFA Opinion

& Future IPTs

05 Resolutions

01

SUNPOWERat a Glance

AGENDA

02

Proposed Disposal of

M&S Business

5

Page 6: SGM Presentation on Proposed Disposal of M&S

Sunpower International entered into a sale & purchase agreement on 31 December 2020 to dispose the entire M&S

Business to Nanjing Sunpower Holdings Co., Ltd. (“Purchaser”) by way of a disposal of the entire issued and paid-up share

capital of Sunpower Technology (Jiangsu) Co., Ltd., a wholly-owned subsidiary of the Company (“Proposed Disposal”).

This Proposed Disposal

is an all-cash transaction for the 100% disposal of the M&S Business to the Purchaser with an aggregate

consideration of RMB2.29 billion, payable in 2 tranches of 70% and 30% (Tranche 1 Consideration and Tranche 2

Consideration respectively).

constitutes a Major Transaction under Chapter 10 of the SGX-ST Listing Manual.

constitutes an Interested Person Transaction under Chapter 9 of the SGX-ST Listing Manual.

In connection with the Proposed Disposal, the Company intends to declare a total Proposed Special Dividend of

RMB1.1627 per Share (to Shareholders and Bondholders) on fully-diluted basis (S$0.2398 per Share based on illustrative

exchange rate of RM4.8483 : S$1), payable in two tranches

RMB0.6794 per Share (58.4%) as Tranche 1 Special Dividend; and

RMB0.4833 per Share (41.6%) as Tranche 2 Special Dividend;

subject to the fulfilment of certain Special Dividend Conditions, including the receipt by the Company of the Tranche 1

Consideration and the Tranche 2 Consideration respectively.

Proposed Disposal of M&S Business

6

Page 7: SGM Presentation on Proposed Disposal of M&S

Purchaser

Purchaser investors/shareholders

64.05%

Consortium of PRC funds and independent minority investors, with lead investors being

• Guangdong China Science and Tech-innovation Capital Management Co., Ltd. (“CSTC”) (广东中科科创创业投资管理有限责任公司)

• CICC Alpha (Beijing) Investment Fund Management Co., Ltd (“CICC”) (中金甲子(北京)投资基金管理有限公司)

35.95% Mr Guo (14.9%), Mr Ma (14.9%) and 140 employees of M&S Group (6.15%)

• The shareholders of the Purchaser are as follows:

• CSTC, established in 2009, is engaged in private equity investment and venture capital investment management

businesses with more than RMB15 billion in private equity funds under management

• CICC Alpha, established in 2014, is a subsidiary of China International Capital Corporation Limited ("CICC") and

is one of CICC's direct investment platforms. CICC is one of China's leading investment banking firms that engages

in investment banking, securities, investment management, and other financial services primarily with institutional

clients, established since 1995.

7

Page 8: SGM Presentation on Proposed Disposal of M&S

Use of Net Proceeds

Net Proceeds (RMB’million) 2,021

- To declare the Proposed Special Dividend to Shareholders and make the Bondholders’

Special Dividend payment to Bondholders (66.3%)1,340

- To undertake existing GI Projects and for general working capital purposes (27.3%) 551

- To repay existing payables due from GI Group to M&S Group (6.4%) 130

8

Page 9: SGM Presentation on Proposed Disposal of M&S

Partially Unlock Value with Proposed Special Dividend

Rationale for the Proposed Disposal

Proposed Special

Dividend1

RMB Dividend per Share (Based on

Fully Diluted Total Shares)

SGD Dividend per Share (for

illustration only)

Payable after

Total RMB1.1627 S$0.2398

- Tranche 1 - RMB0.6794 - S$0.1401 Receipt of Tranche 1 Consideration

- Tranche 2 - RMB0.4833 - S$0.0997 Receipt of Tranche 2 Consideration

Consideration is 9.5x price-earnings ratio of M&S Group’s net profits attributable to Shareholders for FY2020

Premium over

21.2% - 32.7%the Independent Valuation of RMB1.726 billion - RMB1.890 billion by Independent Valuer EY Corporate

Advisors Pte. Ltd. as at 30 Sep 2020

94.5% the unaudited pro forma NTA of the M&S Group of RMB1.177 billion as at 31 Dec 2020

50.0% (2) of the Company’s VWAP of S$0.8066 on 30 Dec 2020, being the Last Trading Day

Consideration represents a significant proportion of the Group’s market capitalization (1)

Consideration is at premium to Independent Valuation and NTA

Proposed Disposal at an Attractive Consideration

9

(1) The Company's market capitalisation is determined by multiplying 1,152,523,142 Fully Diluted Total Shares (excluding treasury Shares) by the weighted average price of S$0.8066 per Share on the Last Trading Day.(2) Based on the Consideration of S$464,719,849 (based on the exchange rate of SGD1.00:RMB4.9277 as at 30 December 2020) and the market capitalisation of the Company of approximately S$929,625,166 as at the Last Trading Day.

Page 10: SGM Presentation on Proposed Disposal of M&S

Rationale for the Proposed Disposal

Enable strategic focus on GI Business. Build solid business and financial profile

• M&S Business is a manufacturing and services-based, one-off order book-driven business, providing customized services and

products for customers. Hence, the M&S Business is "volatile" in nature with limited visibility to future earnings and dependent on

the capital expenditure plans of its customers or downstream industries such as petrochemical, chemical and solar industries

• Building a solid business and financial profile for the Group and strategically focusing on the GI Business after the Proposed

Disposal. The GI Business is attractive in the following manner:

it generates sizeable income and cash flow;

it generates long-term recurring income and cash flows, with diverse and captive industrial customers through

typically exclusive long-term concessions of approximately 30 years; and

it has high barriers to entry for new entrants.

• Increased business opportunities in the PRC anti-smog sector, due to:

PRC government having placed increasing focus on environmental policies and the regulatory shift to environmental-

friendly centralized facilities and practices;

Strict zoning policies that mandate the location and/or relocation of new factories into industrial parks with such

centralised infrastructure; and

Organic expansion of customers and industrial parks served by the GI Projects, which the Board believes that the GI

Group is well positioned to capitalise on.10

Page 11: SGM Presentation on Proposed Disposal of M&S

GI Business will be Group's Remaining Core Business Upon the Completion of the Proposed Disposal

• Strong business fundamentals

Enormous business opportunities in China’s anti-smog sector

Exclusive supplier, captive customer base with operating

concessions of typically 30 years

Long-term, high quality, and recurring cashflow and income

Strong and proven track record of both organic and inorganic

growth

Double digit year-on-year increase in revenue and EBITDA

• Robust Pipeline with attractive GI Projects

• Existing and Experienced GI management team with

proven track record

• Mr Guo Hongxin and Mr Ma Ming remain committed to

the Group

Mr Ma Ming to remain Executive Director and will continue to

spearhead and run the GI Business

Mr. Guo Hongxin will continue to provide support and assistance

to the Group in his re-designated capacity11

Notes:

(1) Existing plant still in operation and will remain operational until the

commissioning of the new plant. Part of Xintai Zhengda’s new plant is in operation.

(2) Phase 1 of Shantou Project is in operation.

Page 12: SGM Presentation on Proposed Disposal of M&S

GI will continue to be spearheaded by Mr Ma Ming, and supported by a team of 4 key management members.

The GI Business management team has a proven track record in managing the GI Business, as demonstrated by the

rapid expansion and strong growth of GI Business since the Group’s strategic expansion into the GI Business in

2015.

Existing and Experienced Management Team with Proven Track Record

Mr Tang Hao

General Manager

Mr Shi Shaolin

Financial Director

Deputy General

Manager

Mr Sha Jianhua

Deputy General

Manager

Mr Zheng Xiaodong

Deputy General

Manager

12

Page 13: SGM Presentation on Proposed Disposal of M&S

Sunpower has Unique Competitive Edge and Proven Track Record

Throughout GI Business Cycle

New Project

Identification

& Securement

Project

Investment

Project

Construction,

Reform and

Upgrade

Project

Operation

Proven track record, experienced business teams

Discipline and robust system in place for the selection and evaluation of projects

Robust pipeline with attractive projects being evaluated

New Project Identification & Securement

Project Investment

GI permits/ concessions are highly sought-after assets with high entry barriers for

new entrants

Successfully established resilient and adaptable GI business model

Strong strategic investor support by renowned private equity firms, DCP and CDH

Multiple potential sources of funds to fund GI growth strategy

Project Construction, Reform and Upgrade

Innovative technologies for environmental protection, energy-saving & long-

distance steam distribution

Know-how to reform and upgrade acquired plants to improve operation efficiency

Experienced in project planning, management and construction

Project Operation

Seasoned management and operational teams

Proven track record in operating GI projects with excellent results achieved

Adoption of Circular Economy Model to reduce operating costs and help

industrial parks achieve ultra-low emissions 13

Page 14: SGM Presentation on Proposed Disposal of M&S

Generates Sizeable Income and Cash Flow

• Successfully procured and built a sizeable portfolio of high-quality GI Projects

• Strong historical revenue and EBITDA growth for the GI Business.

• Robust financial performance for FY2020 despite economy shrouded by the global pandemic

Generates Long-Term Recurring Income and Cash Flows, with Diverse and Captive Industrial Customers

• Exclusive, long tenure concessions that typically last for approximately 30 years

• Diverse and captive end users in the industrial parks that spread across several provinces in the PRC

• Barring unforeseen circumstances, expect GI Projects to continue generating cash flows over the typical concession period of

approximately 30 years

Attractiveness of the GI Business

14

736.8

1,155.3

1,335.2

FY2018 FY2019 FY2020

Historical Revenue (In RMB’ million)

+384.4%

+56.8%

+15.6%

276.3

432.9 488.7

FY2018 FY2019 FY2020

Historical EBITDA (In RMB’ million)

+303.4%

+56.7%

+12.9%

Page 15: SGM Presentation on Proposed Disposal of M&S

Attractiveness of the GI Business (Cont’d)

Highly Sought-After Assets with High Entry Barriers

• A resilient business model with enormous growth opportunities in China's anti-smog sector

• Increasing focus by PRC government on environmental policies and the anti-smog sector, targeting to eliminate and decentralise high-

emission pollutive boilers and focus on centralised steam and electricity solutions in industrial parks. The permits and concessions for

centralised steam and electricity plants in industrial parks are highly sought after and with high barriers to entry for new entrants

Experienced and dedicated management team in place to provide high quality leadership

Multiple potential sources of funds to fund its growth strategy, including future expected cash flows from existing GI Projects

and external sources of funding e.g. bank loans, medium-term note programmes, etc.

Two-pronged growth strategy with emphasis on quality of development that amplifies its strengths:

• Solidifying its market position as an environmentally clean centralised provider of industrial steam, heating and electricity via:

a) The continuous ramp-up of utilisation of its existing GI portfolio, supported by further expansion of the coverage areas and customer

base of the projects but with less intense capital expenditure

b) Proceeding with the planned construction of the expansion phases of certain existing projects

c) The continuous cultivation of the earnings quality and asset returns of existing projects

• Tapping into its proven ability to identify and invest in additional promising GI projects that meet the investment hurdles

15

Page 16: SGM Presentation on Proposed Disposal of M&S

AGENDA

01

SUNPOWERat a Glance

02

Proposed Disposal of

M&S Business

04

IFA Opinion

& Future IPTs

05 Resolutions

03

Proposed Amendments to

Convertible Bond Purchase

Agreements

16

Page 17: SGM Presentation on Proposed Disposal of M&S

Under the Existing Terms of the Convertible Bond Purchase Agreements, prior written consent of the Majority Bondholders is

required for the following, which includes the Proposed Disposal and the Special Dividend

any disposal of any material assets or businesses except as contemplated in the current business plan

change in business scope or expansion into non-core business areas

any voluntary corporate action which would require Company to obtain shareholder approval

change in the size or composition of the board of directors or the compensation of Mr Guo and Mr Ma, or appointment,

removal or settlement of the terms of their appointment

Proposed Disposal would require prior Majority Bondholders’ consent as

It constitutes a disposal of a material business of the Company, which changes its business scope, and further constitutes

a Major Transaction under Chapter 10 and constitutes an Interested Person Transaction under Chapter 9 of the SGX-ST

Listing Manual, and is subject to Shareholders’ approval

The roles of Mr. Guo and Mr. Ma on the Company's Board and the compensation are expected to change in connection

with the Proposed Disposal

Bondholders have agreed to provide their consent which would be conditional upon (a) certain amendments to the Existing

Terms by way of the Amendment Agreement and the Company not being in breach of the Amendment Agreement; and (b) the SPA

not having expired or terminated or becoming invalid (whichever is earliest).

Rationale for Proposed Amendments to Convertible Bond Purchase Agreements

.

17

Page 18: SGM Presentation on Proposed Disposal of M&S

Salient Amendments to Convertible Bond Purchase Agreements

Amended FY2022 Performance Target (PT) of RMB325 million (solely for the GI Business)

Previous Performance Target (“PT”) for FY2021 of RMB460 million was intended for both the GI Business and the M&S

Business.

Amended PT intended to measure the management operating performance of the GI Business alone.

After considering the target performance of the GI Projects, of which, 11 existing projects will be all operational in FY2022,

which will better represent the profitability of the GI and the historical operating and financial performance of the GI projects

that are already operational.

More appropriate year to measure management operating performance as the Company will have its 11 existing GI Projects

operational in FY2022 as opposed to only eight (8) operational projects and two (2) partially operational projects in FY2021.

Revised floor of performance adjustment of RMB108 million

Corresponding adjustments has been made to the floor to the performance shortfall adjustment mechanisms from RMB154

million to RMB108 million, such that the floor remains at one-third of the adjusted performance target of RMB325 million,

consistent with the proportion of the adjustment floor to the PT under the Existing Terms.

Corresponding amended maturity date of 3 March 2023 and adjustment period up to 31 December 2022

(extended by one financial year)

.

18

Page 19: SGM Presentation on Proposed Disposal of M&S

Salient Amendments to Convertible Bond Purchase Agreements

Reduced dilution to 31.08% with Issued Bonds of US$130 million instead of fully available Convertible Bonds

of an amount of US$180 million

As GI projects are EBITDA-positive, and 11 GI Projects are expected to be fully operational in FY2022, the Company is in a

position to potentially tap multiple potential sources of funds to fund its growth strategy, e.g. bank loans, medium-term notes

program and divestment of certain assets to recycle capital.

For the avoidance of doubt, the Proposed Amendments, if approved by Shareholders, are not intended to vitiate Shareholders‘

previous approval of the issue of the US$50 million Tranche 2 CBs , which remain unissued as at the LPD. The Company shall

be authorised to issue such Tranche 2 CBs in accordance with the Tranche 2 CB Agreements as amended by the Proposed

Amendments, in the event the Proposed Amendments are approved by the Shareholders at the SGM.

Excess Return Sharing will be up to US$5 million and US$15 million and will only be Shared with

Management (excluding Mr. Guo and Mr. Ma) and no longer Shared with Shareholders

The Bondholders seek to motivate and give clear recognition to the management of GI Business. Through the deliverables

achieved by management, Shareholders will stand to benefit from the value created by management.

The thresholds for the Excess Return Sharing were arrived at after the Bondholders considered their own returns as balanced

against the sufficiency of the Excess Return Sharing threshold in order to motivate and to give clear recognition to the

contribution of the Company's management.

The above list of amendments are not exhaustive, and certain amendments are highlighted for ease of understanding. Please refer

to Appendix E of the Circular for a complete list of amendments.

.

19

Page 20: SGM Presentation on Proposed Disposal of M&S

AGENDA

01

SUNPOWERat a Glance

02

Proposed Disposal of

M&S Business

04

IFA Opinion

& Future IPTs

05 Resolutions

03

Proposed Amendments to

Convertible Bond Purchase

Agreements

20

Page 21: SGM Presentation on Proposed Disposal of M&S

IFA (W Capital): Proposed Disposal and Transaction IPTs are on normal commercial terms & are not prejudicial to the interests of the Company and Minority Shareholders

.

Key Considerations on how Proposed Disposal is on normal commercial terms and not prejudicial

Significant premium to Independent Valuation

Independent Valuation of M&S Group as at 30 September 2020 of between RMB1,726 million to RMB1,890 million.

Consideration of RMB2,290 million represents a significant premium of between 21.2% to 32.7% above the fair marketvalue of M&S Group as at 30 September 2020 as assessed by the Independent Valuer.

Premium to NAV & NTA

Unaudited proforma NAV and NTA of the M&S Group as at 31 December 2020 of approximately RMB1,260 million andRMB1,177 million respectively.

Consideration is at a premium of 81.7% and 94.5% to the unaudited proforma NAV and NTA of the M&S Group as at 31December 2020.

Considered (i) the rationale for the Proposed Disposal, (ii) the historical financial performance of the M&S Business, (iii) thefinancial effects of the Proposed Disposal, (iv) assessment of the terms relating to the Trademark Assignments and M&SCorporate Guarantees, and (v) other relevant considerations

Valuation statistics (P/E, P/NTA and EV/EBITDA) are within/above range and are close to/above mean and median valuationmultiples of Comparable Companies listed in Singapore and outside of Singapore

21Note: This slide is to be read in conjunction with the circular to shareholders dated 31 March 2021

Page 22: SGM Presentation on Proposed Disposal of M&S

IFA (W Capital) : IPT Procedures are sufficient to ensure IPTs will be carried out on normal commercial terms & will not be prejudicial to the interests of the Company & Minority Shareholders

.

Guidelines and Review Procedures under the Proposed IPT Mandate

Type of IPTs

between M&S

Group and GI

Group

Procedures Contract size Reviewed by Approved by

Frequency of review

of Mandated

Transactions by

Independent

Committee

Frequency of review

of interested party

transactions by

Internal Audit

EPC for GI

facilities to be

provided by

M&S Group to

GI Group

Via tender process, with

a minimum of 3

quotations (of which at

least 2 are unrelated).

If unable to obtain

third-party quotation,

benchmark against 2

recent contracts entered

into between Mandated

Interested Persons and

their unrelated third

party customers for the

same or substantially

similar products and/or

services

Above RMB100

million

GM of Jiangsu

Sunpower Clean

Energy Co., Ltd., a

GI Group company

AND

CFO of GI Group

Independent

Committee,

comprised of the

Audit Committee

(which has 3 IDs as

at LPD) and a fourth

ID, who must each

not have any interest,

direct or indirect, in

the transaction.

At least quarterly

The Independent

Committee (inclusive

of Audit Committee)

shall review all

Mandated

Transactions at least

quarterly. The

Independent

Committee shall,

when it deems fit,

require appointment

of an independent

professional firm to

provide additional

review.

…cont’d next page

Annually

Internal audit annual

work scope to

include review of

interested person

transactions with

regard to the relevant

approvals to be

obtained and the

reviewed procedures

to be adhered to. The

internal auditors will

report their findings

to the Independent

Committee.

22Note: This slide is to be read in conjunction with the circular to shareholders dated 31 March 2021

Page 23: SGM Presentation on Proposed Disposal of M&S

Cont’d

.

Guidelines and Review Procedures under the Proposed IPT Mandate (Cont’d)

Type of IPTs

between M&S

Group and GI

Group

Procedures Contract size Reviewed by Approved by

Frequency of review

of Mandated

Transactions by

Independent

Committee

Frequency of review

of interested party

transactions by

Internal Audit

Utility Facilities

EPC Contracts to

be provided by

M&S Group to

GI Group

Each contract subject to

Framework Agreement

which specifies (1)

construction work

standards, (2) basis of

computation of

construction costs, and (3)

pricing which shall be

within range of the

benchmark analysis report.

Benchmark analysis report

will be issued by

independent professional

firm, and forms part of

review and approval of

Utility Facilities EPC

Contracts.

Individual contract

< RMB10 million

Deputy GM of

Jiangsu Sunpower

Clean Energy Co.,

Ltd., a GI Group

company

CFO of GI Group

AND

GM of Jiangsu

Sunpower Clean

Energy Co., Ltd., a

GI Group company

…cont’d

Note:

A register will be

maintained to record

the list of interested

persons and their

associates (which is

to be updated

immediately if there

are any changes) to

enable identification

of interested

persons, as well as

all interested person

transactions

Individual contract

≥ RMB10 million

GM of Jiangsu

Sunpower Clean

Energy Co., Ltd., a

GI Group company

AND

CFO of GI Group

Independent

Committee

23Note: This slide is to be read in conjunction with the circular to shareholders dated 31 March 2021

Page 24: SGM Presentation on Proposed Disposal of M&S

Cont’d

.

Guidelines and Review Procedures under the Proposed IPT Mandate (Cont’d)

Type of IPTs

between M&S

Group and GI

Group

Procedures Contract size Reviewed by Approved by

Frequency of review

of Mandated

Transactions by

Independent

Committee

Frequency of review

of interested party

transactions by

Internal Audit

Lease of office

buildings from

M&S Group by

GI Group

The rent payable shall be

at an annual rent being no

higher than the then

prevailing market rental as

supported by an

independent report issued

by an independent firm not

more than two (2) months

prior to the lease and/or

the renewal of the lease

Regardless of

contract value

Head of Internal

Control of GI Group

AND

CFO of GI Group

Independent

Committee

24Note: This slide is to be read in conjunction with the circular to shareholders dated 31 March 2021

Page 25: SGM Presentation on Proposed Disposal of M&S

AGENDA

01

SUNPOWERat a Glance

02

Proposed Disposal of

M&S Business

04

IFA Opinion

& Future IPTs

05 Resolutions

03

Proposed Amendments to

Convertible Bond Purchase

Agreements

25

Page 26: SGM Presentation on Proposed Disposal of M&S

Ordinary Resolutions

.

No. Ordinary Resolutions

1The Proposed Disposal of the Entire Manufacturing and Services (M&S) Business of the Company as an Interested

Person Transaction and a Major Transaction and the Transaction IPTs as Interested Person Transactions

2 The Proposed Special Dividend

3 The Proposed Amendments to the Convertible Bond Purchase Agreements

4 The Proposed Adoption of the Shareholders' General Mandate for Interested Person Transactions

Inter-conditionality of the Resolutions

Shareholders should note that Ordinary Resolution 1 relating to the Proposed Disposal and the Transaction IPTs, Ordinary Resolution 2

relating to the Proposed Special Dividend, Ordinary Resolution 3 relating to the Proposed Amendments to the Convertible Bond

Purchase Agreements and Ordinary Resolution 4 relating to the adoption of the Proposed IPT Mandate are inter-conditional upon one

another. Accordingly, in the event that any of Ordinary Resolution 1, Ordinary Resolution 2, Ordinary Resolution 3 or Ordinary

Resolution 4 is not approved, the other resolutions will not be proceeded with.

26