Solargiga Energy : General Mandate / Re-election or Appointment of Director subject to Shareholders\' Approval / Explanatory Statement for Repurchase of Shares

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Solargiga Energy Holdings Limited (the ''Company''), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

Solargiga Energy Holdings Limited

陽 光 能 源 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 757)

GENERAL MANDATES TO REPURCHASE SHARES

AND TO ISSUE NEW SHARES,

RE-ELECTION OF DIRECTORS,

PROPOSED APPOINTMENT OF DIRECTOR

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (the ''AGM'') of the Company to be held at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Tuesday, 18 June 2019 at 10 : 00 a.m. is set out on pages 16 to 20 of this circular.

A proxy form for use at the AGM is also enclosed with this circular. Whether or not you intend to attend and vote at the AGM in person, you are requested to complete and sign the enclosed proxy form in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the AGM or any adjournment thereof should you so wish.

Hong Kong, 25 April 2019

CONTENTS

			Pages
Definitions .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . 1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			. . . . . 3
Appendix I	-	Explanatory Statement on the Repurchase Mandate . . . . . . . . . . .	. . . . . 8
Appendix II	-	Biographical Details of the Directors Proposed for Re-election	. . . . . 11
Appendix III -		Biographical Details of the Director Proposed for Appointment	. . . . 14
Notice of the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			. . . . . 16

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

''AGM''	the annual general meeting of the Company to be convened and
	held at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong
	on Tuesday, 18 June 2019 at 10 : 00 a.m., or any adjournment
	thereof and the notice of which is set out on pages 16 to 20 of this
	circular
''Articles of	the articles of association of the Company (as amended from
Association''	time to time)
''associate(s)'' and	have the same meaning, as ascribed to them it under the Listing
''close associate(s)''	Rules
''Board''	the board of Directors
''Company''	Solargiga Energy Holdings Limited (陽光能源控股有限公司), a
	company incorporated in the Cayman Islands with limited
	liability, and the Shares of which are listed on the main board
	of the Stock Exchange
''connected person(s)''	have the same meaning as ascribed to them it under the Listing
and ''core connected	Rules
person(s)''
''Director(s)''	the director(s) of the Company
''Group''	the Company and its subsidiaries
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC
''Independent Third	a person or company who or which is, to the best of the
Party(ies)''	Directors' knowledge, information and belief, having made all
	reasonable enquiries, independent of and not connected with the
	Company and its connected persons
''Issue Mandate''	a general and unconditional mandate proposed to be granted to
	the Directors to exercise the powers of the Company to allot,
	issue and deal with new Shares and securities convertible into
	Shares not exceeding 20% of the aggregate number of the issued
	Shares of the Company as at the date of passing of the ordinary
	resolution in relation thereof
''Latest Practicable	18 April 2019, being the latest practicable date prior to the
Date''	printing of this circular for the purpose of ascertaining certain
	information contained herein

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DEFINITIONS

''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange
''PRC''	the People's Republic of China which, for the purpose of this
	circular, excludes Hong Kong, Macao and Taiwan
''Repurchase Mandate''	a general and unconditional mandate proposed to be granted to
	the Directors to exercise the powers of the Company to
	repurchase the fully paid-up Shares up to 10% of the aggregate
	number of the issued Shares of the Company as at the date of
	passing of the ordinary resolution in relation thereof
''SFO''	the Securities and Futures Ordinance (Cap. 571 of the Laws of
	Hong Kong)
''Share(s)''	the ordinary share(s) of HK$0.10 each in the share capital of the
	Company
''Shareholder(s)''	shareholder(s) of the Company
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Takeovers Code''	the Code on Takeovers and Mergers of Hong Kong
''%''	per cent.

*For identification purposes only

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LETTER FROM THE BOARD

Solargiga Energy Holdings Limited

陽 光 能 源 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 757)
Executive Directors:	Registered Office:
Mr. TAN Wenhua (Chairman)	Cricket Square
Mr. TAN Xin	Hutchins Drive
Mr. WANG Junze	P.O. Box 2681
	Grand Cayman, KY1-1111
Non-executive Director:	Cayman Islands
Mr. HSU You Yuan
	Principal Place of Business
Independent Non-executive Directors:	in Hong Kong:
Dr. WONG Wing Kuen, Albert	Room 1402
Ms. FU Shuangye	Harbour Centre
Mr. ZHANG Chun	25 Harbour Road
	Wanchai
	Hong Kong
	25 April 2019
To the Shareholders,
Dear Sir or Madam,

GENERAL MANDATES TO REPURCHASE SHARES

AND TO ISSUE NEW SHARES,

RE-ELECTION OF DIRECTORS,

PROPOSED APPOINTMENT OF DIRECTOR

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with information regarding, among other things, (1) the grant of the Issue Mandate; (2) the grant of the Repurchase Mandate; (3) the extension of the Issue Mandate by the addition of the number of Shares repurchased pursuant to the Repurchase Mandate; (4) the re-election of Directors; (5) the

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