ESun : PLACING OF NEW SHARES UNDER GENERAL MANDATE

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

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

eSun Holdings Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 571) PLACING OF NEW SHARES UNDER GENERAL MANDATE Placing Agent PLACING OF NEW SHARES UNDER GENERAL MANDATE

On 20 January 2017 (after trading hours), the Company entered into the Placing Agreement with the Placing Agent whereby the Company has conditionally agreed to place, through the Placing Agent on a best effort basis, up to 248,642,433 new Shares to not less than six independent Placees at the Placing Price of HK$0.620 per Placing Share.

The 248,642,433 Placing Shares under the Placing represents (i) 20% of the existing total issued Shares of the Company of 1,243,212,165 Shares as at the date of this announcement; and (ii) approximately 16.67% of the total issued Shares of 1,491,854,598 Shares as enlarged by the Placing Shares, assuming the Placing Shares are fully placed and there is no further change in the share capital structure of the Company from the date of this announcement and up to the Completion. The maximum aggregate nominal value of the Placing Shares under the Placing will be HK$124,321,216.50.

The Placing Price of HK$0.620 per Placing Share represents (i) a discount of approximately 15.07% to the closing price of HK$0.730 per Share as quoted on the Stock Exchange on 20 January 2017, being the date of the Placing Agreement; and (ii) a discount of approximately 19.90% to the average closing price of approximately HK$0.774 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately preceding the date of the Placing Agreement.

Assuming the Placing Shares are fully placed, the gross proceeds and net proceeds (after deducting the placing commission and other expenses) from the Placing will be approximately HK$154.2 million and HK$150.9 million respectively, which will be used by the Company as general working capital.

The Placing is conditional upon, among other things, the Listing Committee of the Stock Exchange granting or agreeing to grant the listing of, and permission to deal in, the Placing Shares.

The Placing Shares will be allotted and issued under the General Mandate.

Completion is subject to the satisfaction of the conditions precedent in the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

The Board is pleased to announce that on 20 January 2017, the Placing Agreement was entered into between the Company and the Placing Agent. Summarised below are the principal terms of the Placing Agreement.

THE PLACING AGREEMENT Date

20 January 2017 (after trading hours)

Issuer

The Company

Placing Agent

Get Nice Securities Limited

The Placing Agent has conditionally agreed to place up to 248,642,433 Placing Shares on a best effort basis and in consideration thereof, it will receive a placing commission of 2.0% of the amount equal to the Placing Price multiplied by the number of Placing Shares actually and successfully placed by the Placing Agent. The Directors are of the view that the placing commission accords with the market rate and is fair and reasonable.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owner(s) are third parties independent of and not connected with the Company and its connected persons.

Placees

The Placees, being any professional, institutional or other investor(s), procured by the Placing Agent to subscribe for any of the Placing Shares pursuant to the Placing Agreement, who and whose ultimate beneficial owners will be third parties independent of and not connected with the Company and its connected persons.

The Placing Shares will be placed to not less than six Placees. It is expected that none of the Placees will become a substantial Shareholder (as defined under the Listing Rules) of the Company upon the Completion.

Number of Placing Shares

The 248,642,433 Placing Shares under the Placing represents (i) 20% of the existing total issued Shares of the Company of 1,243,212,165 Shares as at the date of this announcement; and (ii) approximately 16.67% of the total issued Shares of 1,491,854,598 Shares as enlarged by the Placing Shares, assuming the Placing Shares are fully placed and there is no further change in the share capital structure of the Company from the date of this announcement and up to the Completion. The maximum aggregate nominal value of the Placing Shares under the Placing will be HK$124,321,216.50.

Ranking of Placing Shares

The Placing Shares, when issued and credited as fully paid up, will rank pari passu in all respects with the Shares in issue on the date of allotment and issue of the Placing Shares.

Placing Price

The Placing Price of HK$0.620 per Placing Share represents (i) a discount of approximately 15.07% to the closing price of HK$0.730 per Share as quoted on the Stock Exchange on 20 January 2017, being the date of the Placing Agreement; and (ii) a discount of approximately 19.90% to the average closing price of approximately HK$0.774 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately preceding the date of the Placing Agreement.

Assuming the Placing Shares are fully placed, the gross proceeds and net proceeds (after deducting the placing commission and other expenses) from the Placing will be approximately HK$154.2 million and HK$150.9 million respectively, representing a net placing price of approximately HK$0.607 per Placing Share.

The Placing Price was negotiated on arm's length basis between the Company and the Placing Agent on the date of the Placing Agreement with reference to, among other matters, the prevailing market price of the Shares. The Directors consider that the Placing Price is fair and reasonable based on current market conditions and is in the interests of the Company and the Shareholders as a whole.

Conditions of the Placing

Completion is conditional upon:

1. the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Placing Shares (and such permission and listing not subsequently being withheld, revoked, and/or suspended prior to the delivery of definitive share certificate(s) representing the Placing Shares); and

2. the transactions contemplated by the Placing Agreement not being prohibited by law or regulation or interpretation thereof (including without limitation, any statute, order, rule, regulation, request, judgment or directive promulgated or issued by any legislative, executive, judicial or regulatory body or authority) in Hong Kong, Bermuda or other jurisdiction which is applicable to the Company or the Placing Agent.

   The Company and the Placing Agent shall use their respective best endeavours to procure the fulfillment of the conditions and in particular, shall furnish such information, supply such documents, pay such fees, give such undertakings and do all such acts and things as may reasonably be required by each other and/or the Stock Exchange in connection with the fulfillment of the conditions.

   If any of the conditions is not fulfilled on or prior to the Long Stop Date or such later date as may be agreed between the Company and the Placing Agent in writing and approved by the Stock Exchange, the Placing Agreement shall terminate and none of the parties shall have any claim against the other for costs, damages, compensation or otherwise save for any antecedent breach of the Placing Agreement.

   Application will be made by the Company to the Listing Committee of the Stock Exchange for the grant of the listing of, and permission to deal in, the Placing Shares.

   Termination of the Placing

   The Placing Agent may terminate the Placing Agreement without any liability to the Company, by notice in writing to the Company at any time prior to the Completion Date upon the occurrence of any of the following events which, in the reasonable opinion of the Placing Agent, has or may have a material adverse effect on the business or financial conditions, affairs or prospects of the Company or the Group taken as a whole or the success of the Placing or otherwise makes it inappropriate, inadvisable or inexpedient to proceed with the Placing on the terms and in the manner contemplated in the Placing Agreement:

3. there develops, occurs or comes into force:

4. any event, development or change (whether or not local, national or international or forming part of a series of events, developments or changes occurring or continuing before, on and/or after the date of the Placing Agreement), including an event or change in relation to or a development of an existing state of affairs of a political, military, industrial, financial, economic, fiscal, regulatory or other nature, resulting in a material change in, or which is likely to result in a material change in, political, economic, fiscal, financial, regulatory or stock market conditions; or

5. the imposition of any moratorium, suspension or material restriction on trading in securities generally on the Stock Exchange occurring due to exceptional financial circumstances or otherwise; or

6. any material change in the trading conditions of local, national or international securities markets occurs; or