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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited takeno responsibility for the contents of this announcement, make no representation as to its accuracyor completeness and expressly disclaim any liability whatsoever for any loss howsoever arisingfrom or in reliance upon the whole or any part of the contents of this announcement. Jun Yang Solar Power Investments Limited
(Incorporated in Bermuda with limited liability) (Stock Code: 397)
POLL RESULT OF THE SPECIAL GENERAL MEETING
HELD ON 4 JUNE 2013;
CURRENT STATUS OF THE SUBSCRIPTION
RESUMPTION
POLL RESULT OF THE SGM AND CURRENT STATUS OF THE SUBSCRIPTION
The Board wishes to announce that the SGM was held as scheduled on 4 June 2013 and the
Resolution was put to vote by way of poll at the SGM. However, subsequent to the conclusion
of the SGM, the Company has received a letter from the Relevant CCASS Participant indicating
that due to a clerical error, certain shares (“Relevant Voted Shares”) held by it on behalf of its
clients which should have voted “Against” the Resolution were cast “For” the Resolution. As
noted from the voting results set out in the scrutineer certificate prepared by Tricor, if the
Relevant Voted Shares had been cast “Against” the Resolution at the SGM, the Resolution
should have been voted down.
In light of the receipt of the letter from the Relevant CCASS Participant as described above, inview of the legal opinion from the Bermuda legal adviser to the Company as set out below andtaking into account the fact that the Subscription is a connected transaction in which all theexecutive Directors are interested, the Company is now under the negotiation with theSubscriber for (i) the postponement of the Completion Date; and (ii) the putting the proposal ofthe Subscription forward to the Independent Shareholders for approval again so as to removethe ambiguity as to the voting results caused by the letter from the Relevant CCASSParticipant. It is expected that other than the postponement of the Completion Date, no materialterms of the Subscription Agreement will be revised.
A further announcement will be made by the Company upon the entering into of thesupplemental agreement to the Subscription Agreement.
A circular containing, amongst other information, details of the Subscription (together withupdated information), the letter from the Independent Board Committee, the letter from theindependent financial adviser to the Independent Board Committee will be despatched to theShareholders as soon as practicable.
TRADING HALT AND RESUMPTION
At the request of the Company, trading in the Shares on the Stock Exchange has been haltedwith effect from 9:00 a.m. on Wednesday, 5 June 2013 pending the release of thisannouncement.
Application has been made to the Stock Exchange for the resumption of trading of the shares ofthe Company on the Stock Exchange with effect from 9:00 a.m. on Thursday, 6 June 2013.
POLL RESULT OF THE SGM AND CURRENT STATUS OF THE SUBSCRIPTION
Reference is made to the circular of Jun Yang Solar Power Investments Limited (“Company”)
dated 30 April 2013 (“Circular”) in relation to, among other matters, the proposed subscription
(“Subscription”) of 2,466,000,000 Shares by Sense Lights Group Limited. Unless otherwise
specified, capitalised terms used in this announcement shall have the same meanings as those
defined in the Circular.
The Board wishes to announce that the SGM was held as scheduled on 4 June 2013 and the
ordinary resolution to approve the Subscription (“Resolution”) as set out in the notice of the SGM
was put to vote by way of poll at the SGM. As at the date of the SGM, there were a total of
7,414,420,252 Shares in issue.
As stated in the Circular, Mr. Bai Liang, Mr. Peng Libin, Mr. Lawrence Tang, Mr. Duan Lun(nephew of Mr. Peng Libin) and Mr. Liu Xinglang (father-in-law of Mr. Peng Libin), who inaggregate held a total of 458,281,196 Shares, representing approximately 6.18% of the total issuedshare capital of the Company as at the date of the SGM were required to abstain and had abstainedfrom voting on the Resolution proposed at the SGM. Accordingly, there were a total of6,956,139,056 Shares, representing approximately 93.82% of the issued share capital of theCompany as at the date of the SGM, entitling Shareholders to attend and vote on the Resolutionproposed at the SGM.
Save as disclosed above, to the best of the Directors’ knowledge, information and belief havingmade all reasonable enquiries, no Shareholder was required to abstain from voting on theResolution proposed at the SGM. None of the Shareholders was entitled to attend and abstain fromvoting in favour of the Resolution proposed at the SGM according to Rule 13.40 of the ListingRules. None of the Shareholders has stated their intention in the Circular to vote against theResolution proposed or to abstain from voting at the SGM.
Tricor Tengis Limited (“Tricor”), the branch share registrar and transfer office of the Company in
Hong Kong, was appointed as the scrutineer for the vote-taking at the SGM.
According to the voting results set out in the scrutineer certificate prepared by Tricor,
2,186,040,000 Shares, representing 65.13% voting on the Resolution, were voted for the
Resolution and 1,170,216,111 Shares, representing 34.87% voting on the Resolution, were
voted against the Resolution. However, subsequent to the conclusion of the SGM, the Company
has received a letter from the securities services division of an international bank who has
deposited its client’s Shares in the Central Clearing and Settlement System (“Relevant CCASS
Participant”) indicating that due to a clerical error, certain shares (“Relevant Voted Shares”)
held by it on behalf of its clients which should have voted “Against” the Resolution were cast “For”
the Resolution. As noted from the voting results set out in the scrutineer certificate prepared by
Tricor, if the Relevant Voted Shares had been cast “Against” the Resolution at the SGM, the
Resolution should have been voted down.
The Company has sought legal advice from its legal adviser as to Bermuda laws in this respect. Asadvised by the Company’s legal adviser as to Bermuda laws, (i) the SGM was duly held and theResolution was duly passed in accordance with the bye-laws of the Company and Bermuda law;and (ii) however, there is nothing under Bermuda law that would prevent the beneficial owner ofRelevant Voted Shares from taking action to challenge the validity of the Resolution.
In light of the receipt of the letter from the Relevant CCASS Participant as described above, inview of the legal opinion from the Bermuda legal adviser to the Company and taking into accountthe fact that the Subscription is a connected transaction in which all the executive Directors areinterested, the Company is now under the negotiation with the Subscriber for (i) the postponementof the Completion Date; and (ii) the putting the proposal of the Subscription forward to theIndependent Shareholders for approval again so as to remove the ambiguity as to the voting resultscaused by the letter from the Relevant CCASS Participant. It is expected that other than thepostponement of the Completion Date, no material terms of the Subscription Agreement will berevised.
A further announcement will be made by the Company upon the entering into of the supplementalagreement to the Subscription Agreement.
A circular containing, amongst other information, details of the Subscription (together withupdated information), the letter from the Independent Board Committee, the letter from theindependent financial adviser to the Independent Board Committee will be despatched to theShareholders as soon as practicable.
TRADING HALT AND RESUMPTION
At the request of the Company, trading in the Shares on the Stock Exchange has been halted witheffect from 9:00 a.m. on Wednesday, 5 June 2013 pending the release of this announcement.
Application has been made to the Stock Exchange for the resumption of trading of the shares of theCompany on the Stock Exchange with effect from 9:00 a.m. on Thursday, 6 June 2013.
Jun Yang Solar Power Investments Limited
Bai Liang
As at the date of this announcement, the executive Directors are Mr. Bai Liang, Mr. Jiang You,Mr. Siu Kam Chau, Mr. Lawrence Tang and Mr. Peng Libin, and the independent non-executiveDirectors are Mr. Chan Chi Yuen, Mr. Chik Chi Man and Mr. Yu Chun Fai.

Source: http://www.chinagogreen.com.hk/demo/files/announcement/en/201365493.pdf