Xinyi Energy(03868.HK) & Xinyi Solar(00968.HK): spin-off of XYE fund on SZSE

NewTimeSpace News: Xinyi Energy Holdings Limited (03868.HK) and Xinyi Solar Holdings Limited (00968.HK) said in a joint voluntary announcement on 27 September that, following receipt of the recommendation from the CSRC on 26 August 2026, the Fund Manager submitted an application for the PRC Listing to the CSRC and SZSE on 21 September 2026. SZSE acknowledged and accepted the application on 24 September 2026.

The Possible Spin-Off will involve the separate listing of the XYE New Energy Fund on SZSE, which will hold the entire interest in the Target Entities that are in turn the owners and operators of the Target Projects. Shanghai Guotai Haitong Securities Asset Management Co., Ltd. has been appointed as the Fund Manager and will establish the XYE New Energy Fund in the PRC as a closed-end infrastructure securities investment fund. As stated in the Draft PRC Offering and Listing Documents, the fund is currently expected to raise approximately RMB1.62 billion through the Fund PRC Public Offering. Following completion of the Fund PRC Public Offering and the PRC Listing, the Target Entities will no longer be subsidiaries of Xinyi Energy. Xinyi Energy intends to subscribe, through its wholly-owned subsidiary as a strategic investor, for 40% of the Units to be offered.

The fund will have a term of 14 years from the date of its establishment, with income to be distributed at least once annually and the total annual distribution expected to represent not less than 90% of the fund's annual distributable amount. At least 80% of the fund's assets must be invested in the ABS Vehicle. The Target Projects comprise the Sanshan Project, a 100MW utility-scale ground-mounted solar photovoltaic power station in Wuhu City, and the Xiaonanjing Project, a 150MW station in Jinzhai County, Lu'an City, both in Anhui Province. The Target Entities recorded revenue of RMB238.75 million and RMB242.28 million for the years ended 31 December 2024 and 2025, with net profit of RMB102.35 million and RMB110.10 million respectively, and revenue of RMB40.42 million and net profit of RMB8.44 million for the three months ended 31 March 2026, with audited total combined equity of approximately RMB1,227.13 million as at that date.

Under the Listing Rules, the Disposal of the Target Entities would constitute a major transaction for Xinyi Energy subject to reporting, announcement, circular and shareholders' approval requirements, while the Subscription for the Units would constitute a disclosable transaction for Xinyi Energy. For Xinyi Solar, each of the disposal and the subscription would constitute a disclosable transaction. The Possible Spin-Off is conditional upon, among other things, approval by the Hong Kong Stock Exchange of the PN15 Application and review and registration by the CSRC and SZSE, and there is no assurance that it will proceed.

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