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GCL-Poly Energy Holdings Limited 保利協鑫能源控股有限公司 (Incorporated in the Cayman Islands with Limited Liability) (Stock Code: 3800)

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GCL-Poly Energy Holdings Limited 保利協鑫能源控股有限公司 (Incorporated in the Cayman Islands with Limited Liability) (Stock Code: 3800) 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. GCL-Poly Energy Holdings Limited 保利協鑫能源控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock code: 3800) CONNECTED TRANSACTIONS WITH XI’AN DATANG ELECTRIC POWER DESIGN AND RESEARCH INSTITUTE CO., LTD.* THE CURRENT AGREEMENTS WITH CORNERSTONE JINGXIN FINANCIAL LEASING AND XI’AN DATANG ELECTRIC On 30 November 2018, the GNE Group entered into: (i) the Donghai Finance Lease Agreements with Cornerstone Jingxin Financial Leasing, pursuant to which (i) Cornerstone Jingxin Financial Leasing shall purchase the Donghai Leased Assets from Xi’an Datang Electric at a consideration of approximately RMB63,111,475; and (ii) following the acquisition, Cornerstone Jingxin Financial Leasing, as the lessor, shall lease the Donghai Leased Assets to the Donghai Lessees, as the lessees, for a term of 96 months at an aggregate estimated rent of RMB87,720,402. In addition, pursuant to the Donghai Finance Lease Agreements, the Donghai Lessees shall pay Cornerstone Jingxin Financial Leasing a finance lease handling fee of approximately RMB4,480,915; and (ii) the Zhuzhai Finance Lease Agreements with Cornerstone Jingxin Financial Leasing, pursuant to which (i) Cornerstone Jingxin Financial Leasing shall purchase the Zhuzhai Leased Assets from Xi’an Datang Electric at a consideration of RMB57,554,072; and (ii) following the acquisition, Cornerstone Jingxin Financial Leasing, as the lessor, shall lease the Zhuzhai Leased Assets to the Zhuzhai Lessees, as the lessees, for a term of 96 months at an aggregate estimated rent of approximately RMB79,996,013. In addition, pursuant to the Zhuzhai Finance Lease Agreements, the Zhuzhai Lessees shall pay Cornerstone Jingxin Financial Leasing a finance lease handling fee of approximately RMB4,086,339. - 1 - In addition, on 30 November 2018, the GNE Group entered into: (a) the Donghai EPC Supplemental Agreement with Xi’an Datang Electric, pursuant to which the terms of the Donghai EPC Agreement shall be amended so that the total consideration of Xi’an Datang Electric to procure all the solar power plant equipment and construction materials for the Donghai Lessees is reduced to approximately RMB1,557,416; and (b) the Zhuzhai EPC Supplemental Agreement with Xi’an Datang Electric, pursuant to which the terms of the Zhuzhai EPC Agreement shall be amended so that the total consideration of Xi’an Datang Electric to procure all the solar power plant equipment and construction materials for the Zhuzhai Lessees is reduced to approximately RMB1,439,001. (the Donghai Finance Lease Agreements, the Zhuzhai Finance Lease Agreements, the Donghai EPC Supplemental Agreement and the Zhuzhai EPC Supplemental Agreement, collectively, the “Current Agreements”) LISTING RULES IMPLICATIONS As none of the applicable percentage ratios in respect of each of the Donghai Finance Lease Agreements and the Zhuzhai Finance Lease Agreements exceeds 5%, the entering into of each of the Donghai Finance Lease Agreements and the Zhuzhai Finance Lease Agreements does not constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules. As Wuxi Huaguang (a company incorporated in the PRC and the shares of which are listed on the Shanghai Stock Exchange, with stock code 600475) holds approximately 24.81% shareholding interest in Konca Solar (a subsidiary of the Company, and as at the date of this announcement, the Company is interested in approximately 62.28% of the issued share capital of GNE), Wuxi Huaguang is a connected person of the Company at the subsidiary level (but not a connected person of GNE). In addition, Wuxi Huaguang effectively holds approximately 90.33% of shareholding interests in Xi’an Datang Electric, Xi’an Datang Electric is therefore an associate of a connected person of the Company at the subsidiary level (but not a connected person of GNE). As the highest applicable percentage ratio in respect of each of the Donghai Sale and Purchase Agreement and the Zhuzhai Sale and Purchase Agreement, on a standalone basis, is less than 1%, the entering into of each of the Donghai Sale and Purchase Agreement and the Zhuzhai Sale and Purchase Agreement, on a standalone basis, does not constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. As the Donghai Sale and Purchase Agreement and the Zhuzhai Sale and Purchase Agreement were entered into with Xi’an Datang Electric within a 12-month period, the Donghai Sale and Purchase Agreement and the Zhuzhai Sale and Purchase Agreement shall be aggregated as a series of transactions for the Company pursuant to Rule 14A.81 of the Listing Rules. - 2 - As the highest applicable percentage ratio in respect of the Donghai Sale and Purchase Agreement and the Zhuzhai Sale and Purchase Agreement (in aggregate) exceeds 1% but is less than 5%, the entering into of the Donghai Sale and Purchase Agreement and the Zhuzhai Sale and Purchase Agreement (in aggregate) constitutes a connected transaction of the Company and the Company shall comply with the reporting and announcement requirements under Chapter 14A of the Listing Rules but is exempted from the circular (including independent financial advice) and independent shareholders’ approval requirements under Rule 14A.76(2) of the Listing Rules. 1. PRINCIPAL TERMS OF THE DONGHAI FINANCE LEASE AGREEMENTS (i) Date: 30 November 2018 (ii) Parties: (1) Lessees: Donghai Lessees (2) Lessor and Purchaser: Cornerstone Jingxin Financial Leasing (3) Seller: Xi’an Datang Electric (4) Supplier: Zhenjiang GCL New Energy (iii) The Donghai Finance Lease and the Donghai Sale and Purchase Agreement Pursuant to the Donghai Finance Lease and the Donghai Sale and Purchase Agreement, (i) Cornerstone Jingxin Financial Leasing shall purchase the Donghai Leased Assets from Xi’an Datang Electric at a consideration of approximately RMB63,111,475; and (ii) following the acquisition, Cornerstone Jingxin Financial Leasing, as the lessor, shall lease the Donghai Leased Assets to the Donghai Lessees, as the lessees, at an aggregate estimated rent of RMB87,720,402 for a term of 96 months. (iv) Payment of Rent and Handling Fee The estimated aggregate amount of rent payable by the Donghai Lessees to Cornerstone Jingxin Financial Leasing under the Donghai Finance Lease is RMB87,720,402 and shall be payable in a total of 32 quarterly instalments. The interest rate under the Donghai Finance Lease shall be the applicable benchmark lending rate promulgated by PBOC for a term of over 5 years from time to time move up by 61.0205%. In addition, pursuant to the terms of the Donghai Finance Lease, the Donghai Lessees shall pay a finance lease handling fee to Cornerstone Jingxin Financial Leasing in an aggregate amount of approximately RMB4,480,915. The terms of the Donghai Finance Lease including the lease rent, lease interest rate and finance lease handling fee were determined after arm’s length negotiation between Cornerstone Jingxin Financial Leasing and the Donghai Lessees with reference to the prevailing market rates for (i) finance leases for similar assets; and (ii) similar finance lease services. - 3 - The price for the purchase of the Donghai Leased Assets payable by Cornerstone Jingxin Financial Leasing under the Donghai Sale and Purchase Agreement was determined through arm’s length negotiation between the parties with reference to the average fair market price of similar equipment and the amount of financing agreed to be provided by Cornerstone Jingxin Financial Leasing. (v) Ownership of the Donghai Leased Assets During the term of the Donghai Finance Lease, the ownership of the Donghai Leased Assets shall vest in Cornerstone Jingxin Financial Leasing. Upon expiry of the term of the Donghai Finance Lease and subject to the full payment of the entire amount of the lease rent and interest and any other amounts due under the Donghai Finance Lease, the Donghai Lessees shall purchase the Donghai Leased Assets from Cornerstone Jingxin Financial Leasing for a nominal purchase price of RMB100. (vi) Security Arrangements for the Donghai Finance Lease The obligations under the Donghai Finance Lease are secured by the Nanjing GCL Donghai Guarantee, the Donghai Electricity Fee Pledge Agreement, the Donghai Share Pledge Agreement and the Donghai Letter of Undertaking. 2. PRINCIPAL TERMS OF THE ZHUZHAI FINANCE LEASE AGREEMENTS (i) Date: 30 November 2018 (ii) Parties: (1) Lessees: Zhuzhai Lessees (2) Lessor and Purchaser: Cornerstone Jingxin Financial Leasing (3) Seller: Xi’an Datang Electric (4) Supplier: Zhenjiang GCL New Energy (iii) The Zhuzhai Finance Lease and the Zhuzhai Sale and Purchase Agreement Pursuant to the Zhuzhai Finance Lease and the Zhuzhai Sale and Purchase Agreement, (i) Cornerstone Jingxin Financial Leasing shall purchase the Zhuzhai Leased Assets from Xi’an Datang Electric at a consideration of RMB57,554,072; and (ii) following the acquisition, Cornerstone Jingxin Financial Leasing, as the lessor, shall lease the Zhuzhai Leased Assets to the Zhuzhai Lessees, as the lessees, at an aggregate estimated rent of approximately RMB79,996,013 for a term of 96 months. (iv) Payment of Rent and Handling Fee The estimated aggregate amount of rent payable by the Zhuzhai Lessees to Cornerstone Jingxin Financial Leasing under the Zhuzhai Finance Lease is approximately RMB79,996,013 and shall be payable in a total of 32 quarterly instalments. The interest - 4 - rate under the Zhuzhai Finance Lease shall be the applicable benchmark lending rate promulgated by PBOC for a term of over 5 years from time to time move up by 61.0205%. In addition, pursuant to the terms of the Zhuzhai Finance Lease, the Zhuzhai Lessees shall pay a finance lease handling fee to Cornerstone Jingxin Financial Leasing in an aggregate amount of approximately RMB4,086,339.
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