GCL Poly Energy : Announcements and Notices - 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.

This announcement is not, and does not form any part of, an offer or invitation for the sale of securities in the United States (as defined in Regulation S under the Securities Act). Neither this announcement nor anything herein nor any copy thereof may be taken into or distributed, directly or indirectly, in or into the United States or any other jurisdiction where such release or distribution might be unlawful. The securities referred to herein have not been and will not be registered under the Securities Act, and may not be offered, sold or otherwise transferred within the United States unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. The Company does not intend to register any securities described herein in the United States or to make any public offering of the securities in the United States.

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)

PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

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PLACING OF NEW SHARES

The Board is pleased to announce that on 10 June 2019 (after trading hours), the Company and the Placing Agent entered into the Placing Agreement pursuant to which the Placing Agent has conditionally agreed with the Company to act as agent for the Company on a fully underwritten basis to procure subscribers to subscribe for the Placing Shares at the Placing Price.

The Placing Shares represent (i) approximately 8.24% of the existing issued share capital of the Company (consisting of 18,330,049,207 Shares in issue as at 10 June 2019); and (ii) approximately 7.62% of the Company's issued share capital as enlarged by the Placing (assuming the Placing is completed in full).

The Placing Price of HK$0.45 represents (i) a discount of approximately 10.0% to the closing price of HK$0.50 per Share as quoted on the Stock Exchange on 10 June 2019 (being the last full trading day prior to the release of this announcement); and (ii) a discount of approximately 8.2% to the average closing price of approximately HK$0.49 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including 10 June 2019.

Assuming that all the Placing Shares have been placed out to the Placees, the proceeds of the Placing will be approximately HK$680 million, and the net Placing Price per Share after taking into account all related costs, fees, expenses and commission of the Placing will be approximately HK$0.44 per Share. The Company intends to use the net proceeds from the Placing for repayment of existing borrowings and for general corporate purposes.

The Placing Shares are to be issued under the General Mandate. The issue of the Placing Shares is not subject to the approval of the Shareholders.

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

Completion of the Placing is subject to the satisfaction of the condition 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 PLACING AGREEMENT

Date

10 June 2019 (after trading hours)

Parties

1. the Company
2. the Placing Agent, being UBS AG Hong Kong Branch
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Placing Agent

The Company has appointed the Placing Agent for the Placing. The Placing Agent has conditionally agreed with the Company, subject to the terms and conditions of the Placing Agreement, to act as agent for the Company on a fully underwritten basis to procure subscribers to subscribe for the Placing Shares at the Placing Price.

To the best of the Directors' knowledge, information and belief, and having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owners are third parties independent of the Company and connected persons of the Company.

Placees

The Placing Agent has informed the Company that it intends to place the Placing Shares to no less than six independent placees (who will be professional, institutional or other investors).

To the best of the Directors' knowledge, information and belief, and having made all reasonable enquiries, the Placees (and their ultimate beneficial owners) will be third parties independent of the Company and connected persons of the Company. It is expected that none of the Placees will become a substantial shareholder of the Company immediately after the Placing.

Placing Shares

The Placing Shares represent (i) approximately 8.24% of the existing issued share capital of the Company (consisting of 18,330,049,207 Shares in issue as at 10 June 2019); and (ii) approximately 7.62% of the Company's issued share capital as enlarged by the Placing (assuming the Placing is completed in full).

The Placing Shares, when issued and fully paid, will rank pari passu in all respects among themselves and with the existing Shares.

Placing Price

The Placing Price of HK$0.45 represents:

1. a discount of approximately 10.0% to the closing price of HK$0.50 per Share as quoted on the Stock Exchange on 10 June 2019 (being the last full trading day prior to the release of this announcement); and
2. a discount of approximately 8.2% to the average closing price of approximately HK$0.49 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including 10 June 2019.

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The Placing Price was determined with reference to the prevailing market price of the Shares and was arrived at after arm's length negotiations between the Company and the Placing Agent. The Directors consider that the terms of the Placing and the Placing Price are on normal commercial terms and are fair and reasonable based on the current market conditions and the Placing is in the interests of the Company and the Shareholders as a whole. After taking into account all related costs, fees, expenses and commission of the Placing, the net Placing Price is approximately HK$0.44 per Share.

Lock-up Undertaking

The Company undertakes to the Placing Agent that for a period from the date of the Placing Agreement up to 90 days after the Closing Date, neither the Company nor any person acting on its behalf will, except for the Placing Shares and save as pursuant to the terms of any employee share option scheme or employee share award scheme:

1. sell, transfer, dispose, allot or issue or offer to sell, transfer, dispose, allot or issue or grant any option, right or warrant to subscribe (either conditionally or unconditionally, or directly or indirectly, or otherwise) any Shares or any interests in Shares or any securities convertible into or exercisable or exchangeable for or substantially similar to any Shares or interest in Shares;
2. agree (conditionally or unconditionally) to enter into or effect any such transaction with the same economic effect as any of the transactions described in (i) above; or
3. announce any intention to enter into or effect any such transaction described in (i) or (ii) above without first having obtained the written consent of the Placing Agent.

Conditions Precedent

Completion of the Placing 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 listing and permission not subsequently being revoked prior to the delivery of definitive share certificate(s) representing the Placing Shares); and
2. the delivery of legal opinion(s) by the legal counsels of the Company in a form satisfactory to the Placing Agent.

If the above conditions are not fulfilled or waived (in respect of (ii) only) on or prior to 8:00 a.m. (Hong Kong time) on 21 June 2019 or such later time as may be agreed between the Company and the Placing Agent, the obligations and liabilities of the Placing Agent and the Company under the Placing shall be null and void and neither the Company nor the Placing Agent shall have any claim against the other for costs, damages, compensation

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or otherwise provided that the Company shall reimburse the Placing Agent any properly incurred legal fees which the Placing Agent shall be obliged to pay in connection with the Placing.

Termination of the Placing

The Placing Agent may terminate the Placing Agreement without liability to the Company by-giving notice in writing to the Company at any time prior to 8:00 a.m. (Hong Kong time) on the Closing Date, in accordance with the Placing Agreement, such as on the grounds of breach of any of the representations, warranties and undertakings by the Company as set out in the Placing Agreement which, in the opinion of the Placing Agent, would have or would be likely to have a material adverse effect on the Group or the Placing or the occurrence of certain force majeure events specified in Placing Agreement.

In the event that the Placing Agent terminates this Agreement in accordance with the terms of the Placing Agreement, all obligations of each of the Company and the Placing Agent under the Placing Agreement shall cease and determine and no party to the Placing Agreement shall have any claim against any other party to the Placing Agreement in respect of any matter arising out of or in connection with the Placing Agreement except for any antecedent breach of any obligation under the Placing Agreement and other liabilities specified under the Placing Agreement.

Application for listing

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

General Mandate to issue the Placing Shares

The issue of the Placing Shares is not subject to Shareholders' approval. The Placing Shares will be issued pursuant to the General Mandate, subject to the limit of up to 3,718,474,641 Shares (representing 20% of the issued share capital of the Company in issue on the day of granting the General Mandate). As at the date of this announcement, no new Shares have been issued under the General Mandate. The issue of the Placing Shares will utilise 1,511,000,000 Shares in aggregate under the General Mandate.

Completion of the Placing

Completion of the Placing shall take place on the Closing Date. A further announcement will be made by the Company in relation to the completion of the Placing.

Completion of the Placing is subject to the satisfaction of the condition 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.

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