A123 Systems Announces Non-binding Memorandum of Understanding with Wanxiang Group Corporation for Strategic Investment
A123系统公司宣布与万向集团达成非约束性的战略投资意向书

Waltham, Mass.—August 8, 2012—A123 Systems (Nasdaq: AONE), a developer and manufacturer of
advanced Nanophosphate. lithium iron phosphate batteries and systems, today announced that it has
signed a non-binding memorandum of understanding (MOU) with Wanxiang Group Corporation
establishing the framework for a strategic investment through which Wanxiang would invest up to $450 million in A123. Wanxiang is China’s largest automotive components manufacturer and one of China’s largest non-government-owned companies. Wanxiang’s proposed investment in A123 is intended to create the capital structure necessary for the company to continue growing its core businesses, and alignment with Wanxiang is also expected to substantially strengthen A123’s access to the growing vehicle electrification and grid-scale energy storage markets in China.
美国马萨诸塞州，2012年8月 8 日——A123，一个纳米磷酸盐磷酸铁锂铁电池和系统的先进开发制造商，今天宣布了与万向集团的非约束性的战略投资意向书。根据这个战略投资框架协议，万向集团将对A123的投资最高可达4.5亿美元。万向集团是中国最大汽车零部件制造商和中国最大民营企业之一。万向的战略投资希望能为A123创造必要的资金结构以使其继续保持核心业务的增长，与万向的结盟可以实质上地增强A123在车辆电动化和中国电网储能市场上的增长。

“Today’s announcement is the first step toward solidifying a strategic agreement that we believe would remove the uncertainty regarding A123’s financial situation,” said David Vieau, CEO of A123. “A substantial capital investment from Wanxiang would not only provide financial stability to A123 as we continue to grow, but it would also align us with a large, successful global brand in the automotive and cleantech industries. Wanxiang has a successful track record of operating in the U.S. with significant employment and commitment to good corporate citizenship, and we expect that a strategic agreement with Wanxiang would help enhance our competitive position in the global marketplace, especially in China.”
戴维·卫欧，A123首席执行官表示，“今天的声明是走向实质性战略投资的第一步，我们相信这会消除A123在财务方面的一些不确定性。万向这一投资不仅为A123提供了财务的稳定，以使我们继续成长，而且还将我们与一个在汽车和清洁技术产业可实现巨大的、成功的全球性品牌联系起来。万向在美国拥有长时间且成功的历史，拥有大量的雇员且拥有良好企业的记录。我们期待与万向的战略协议可以帮助我们增强在全球市场、尤其是在中国的竞争地位。”

Wanxiang Group Corporation and its related companies have more than $13 billion in revenue and more than 45,000 employees across its global businesses in equipment and automotive parts manufacturing, clean energy, financial services, agricultural products and natural resources, among others. Through its subsidiaries, including Wanxiang America Corporation, it has more than 3,000 U.S.-based employees.
万向集团及其关联公司的营业收入超过130亿美元，拥有45000多员工，全球性业务涉及汽车零部件、清洁能源、金融服务、农业与自然资源等。万向集团通过万向美国公司等子公司，在美国拥有超过3000个以上的员工。

“A123 offers industry-leading technology for vehicle electrification and grid-scale energy storage, as well as strong manufacturing and systems engineering capabilities in Michigan and Massachusetts. We think this creates important synergies with Wanxiang, which has been involved in this field for 12 years and has strong R&D and manufacturing capabilities in China, especially as we continue to expand on our strategy of investing in the automotive and cleantech industries in the U.S.,” Weiding Lu, CEO of Wanxiang Group. “This MOU is the first step toward a longer-term agreement through which we plan to build on the foundation A123 has established in the U.S. and help expand the company’s capabilities both domestically and internationally, which we believe would create long-term value to the customers, investors and other stakeholders of both companies.”
万向集团CEO鲁伟鼎说，“A123提供行业领先的车辆电动化和电网储能技术，还在密歇根和马萨诸塞州拥有强有力的制造和系统工程能力。万向在这些业务方面已经发展了12年，并已拥有了很强的研发及制造能力。我们认为A123将与万向产生很重要的协同效应，尤其是当我们继续在美国汽车和清洁技术产业扩大战略投资的时候。这个意向书是走向长期合作的第一步，我们打算在现有美国A123的基础上，帮助公司扩展在国内和国际上的能力，为客户、投资者和两个公司的其他股东创造长期价值。”

Under the proposed terms of the strategic agreement outlined in the MOU, Wanxiang would provide
A123 with up to $75 million in initial debt financing under a Senior Secured Bridge Facility, with an initial credit extension of $25 million and $50 million to be funded after the satisfaction of certain closing conditions, and, subsequently, upon satisfaction of certain closing conditions, purchase $200 million aggregate principal amount of A123’s Senior Secured Convertible Notes. The agreement would also include the potential for Wanxiang to invest up to an additional $175 million if it exercises the warrants that would be issued in connection with the Bridge Facility and the Convertible Notes for cash. Incurrence of the remaining $50 million of loans under the Senior Secured Bridge Facility would be subject to the satisfaction of certain approvals and conditions, including receipt of favorable determination from CFIUS and receipt of Chinese government approvals. Issuance of the Convertible Notes and the related warrants would also be subject to additional conditions, including approval from A123’s shareholders, termination of the Hart-Scott-Rodino waiting period, the conversion or redemption of all the outstanding six percent Convertible Notes and relevant warrants and the repurchase or retirement of at least 90 percent of A123’s outstanding 3.75 percent convertible subordinated notes due 2016.
根据意向书透露的协议条款，万向将以优先担保票据融资方式向A123提供7500万美元的初始债务融资，其中包括2500万美元 的初始信用额度及在满足一定条件下的5000万美元贷款。后期在满足一定条件下，再购买A123总计2亿美元优先担保可转股票据。协议还包括万向1.75亿美元的期权认股权证，如果万向兑现票据融资和可转股票据的认股权证。票据融资中的5000万美元贷款的发行，必须服从和满足必要的批准和条件，包括美国境外投资委员会、中国政府的批准。可转换票据及相关认股权证的发行，还必须服从和满足额外的批准和条件，包括A123股东的批准和罗迪诺法案的批准，以及现有的6%可转换票据及相关认股权证的兑换或赎回， 现有的2016年到期的3.75%的可转换次级本票中至少90%被收购或兑现。
 
According to the proposed terms of the strategic agreement, if the entire amount of the initial debt financing is provided to A123 and the full amount of the warrants and Convertible Notes are issued and exercised for cash, Wanxiang’s total capital investment in A123 from these agreements would total approximately $450 million. The total amount of shares of A123’s common stock issuable upon exercise and conversion of the warrants and Convertible Notes would represent approximately 80 percent of the then outstanding common stock of A123. While the MOU is non-binding and the execution of definitive documentation is subject to negotiation and, among other items, the amendment of agreements with certain of A123’s existing lenders, A123 and Wanxiang are currently negotiating definitive documentation and intend to close the full transaction by the end of 2012. A123 cannot provide any assurance, however, that definitive documentation will be executed, or, if it is executed, that the conditions to funding the full investment will be fulfilled.
按照战略协议拟订的条款，在全部的初始债务融资金额提供给A123，并且已发行全额的认股权证和可转换票据的情况下，万向在这些协议中对A123的总投资将达到约4.5亿美元。基于行使和转换票据的A123普通可发行股票算，万向将拥有A123发行在外的普通股的约百分之八十。尽管这个意向书是非约束性的，签署确定性的文件还有待于谈判，包括与A123 现有的债权人修改有关协议，A123 和万向目前正在谈判最终的交易合同，并打算在2012年底完成所有交割。但是，对能否签署最终投资合同，或签署后能否满足所有投资条件，A123不能提供任何保证。

This press release shall not constitute an offer to sell nor a solicitation of an offer to buy any of these securities, nor shall there be any offer, solicitation or sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.
这一新闻稿并不是一个购买这些证券的要约，也不是在任何情况下销售证券的要约。

About A123 Systems
A123 Systems, Inc. (Nasdaq: AONE) is a leading developer and manufacturer of advanced lithium-ion
batteries and energy storage systems for transportation, electric grid and commercial pplications. The company’s proprietary Nanophosphate. lithium iron phosphate technology is built on novel nanoscale materials initially developed at the Massachusetts Institute of Technology and is designed to deliver high power and energy density, increased safety and extended life. A123 leverages breakthrough technology, high-quality manufacturing and expert systems integration capabilities to deliver innovative solutions that enable customers to bring next-generation products to market. For additional information please visit www.a123systems.com.

Safe Harbor Disclosure
This press release includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended that are subject to risks, uncertainties and other important factors, including statements with respect to the expected benefits of Wanxiang’s strategic investment in A123, the expansion of A123’s domestic capabilities and its potential create long-term value for A123’s and Wanxiang’s customers, investors and other stakeholders, the negotiation and execution of definitive documentation relating to the financings, the satisfaction of conditions to closing of each of the financings and the closing of these financings. Among the factors that could cause actual results to differ materially from those indicated by such forward-looking statements are: failure to obtain required stockholder and U.S. and Chinese government approvals, delays in the development of A123''''s products, delays in the scale-up, revalidation and increased efficiency of A123''''s manufacturing capacity, delays in A123''''s production ramp, adverse economic conditions in general and adverse economic conditions specifically affecting the markets in which A123 and Wanxiang operate, and other risks detailed in A123 Systems'''' quarterly report on Form 10-Q for the quarter ended March 31, 2012 and other publicly available filings with the Securities and Exchange Commission. All forward-looking statements reflect A123''''s expectations only as of the date of this release and should not be relied upon as reflecting A123''''s views, expectations or beliefs at any date subsequent to the date of this release.