GCL Poly Energy : Announcements and Notices - Discloseable Transaction Limited Partnership Agreement for the Establishment of the Investment Fund

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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)

DISCLOSEABLE TRANSACTION

LIMITED PARTNERSHIP AGREEMENT

FOR THE ESTABLISHMENT OF THE INVESTMENT FUND

ESTABLISHMENT OF THE INVESTMENT FUND

The Board is pleased to announce that on 12 April 2019 (after trading hours), Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd.* (江蘇中能硅業科技發展有限 公司) ("Jiangsu Zhongneng"), an indirect non-wholly owned subsidiary of the Company, entered into the Limited Partnership Agreement with the Partners in relation to, among other matters, the establishment of the Investment Fund in the PRC and the subscription of its interest therein.

Pursuant to the Limited Partnership Agreement, the total capital commitment to the Investment Fund is approximately RMB3.35 billion (equivalent to approximately HK$3.91 billion), of which RMB1.35 billion (equivalent to approximately HK$1.58 billion) is to be contributed by Jiangsu Zhongneng as a Limited Partner.

PURPOSE OF THE INVESTMENT FUND

The purpose of the Investment Fund is to promote the industrial transformation and upgrading of Jiangsu Zhongneng and the competitiveness of Xuzhou enterprises in the photovoltaic and other clean energy industries.

LISTING RULES IMPLICATIONS

Since the highest of the applicable percentage ratios in respect of the Company's investment in the Investment Fund is more than 5% but less than 25%, the entering into of the Limited Partnership Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

If the Investment Fund subsequently enters into any transaction(s) with the Company including but not limited to the acquisition of a stake in the Company's subsidiary(ies), the Company will comply with the relevant provisions of Chapter 14 of the Listing Rules (if applicable).

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ESTABLISHMENT OF THE INVESTMENT FUND

The Board is pleased to announce that on 12 April 2019 (after trading hours), Jiangsu Zhongneng, an indirect non-wholly owned subsidiary of the Company, entered into the Limited Partnership Agreement with the Partners in relation to, among other matters, the establishment of the Investment Fund in the PRC and the subscription of its interest therein.

PRINCIPAL TERMS OF THE LIMITED PARTNERSHIP AGREEMENT

The principal terms of the Limited Partnership Agreement are as follows:

Date	12 April 2019
Name of the Investment Fund Xuzhou Zhongping GCL Industrial Upgrading Investment
	Fund LLP* (徐州中平協鑫產業升級投資基金（有限合
	夥）) (tentative name)
Partners	General Partners
	(1)	Jiangsu Zhongke Yishang Investment Management Co.,
		Ltd.* (江蘇中科易尚投資管理有限公司) ("Zhongke
		Yishang")
	(2)	Shanghai Zhongping Guohao Assets Management Co.,
		Ltd.* (上海中平國瑀資產管理有限公司) ("Zhongping
		Guohao")
	Limited Partners
	(1)	Jiangsu Zhongneng
	(2)	Xuzhou City Industrial Development Guidance
		Fund Co., Ltd.* (徐州市產業發展引導基金有限公司)
		("Xuzhou City Guidance Fund")
	(3)	Xuzhou Economic and Technological Development
		Zone Jinlong Lake City Investment Co., Ltd.* (徐州
		經濟技術開發區金龍湖城市投資有限公司) ("Xuzhou
		Jinlong")
	(4)	Third party to be designated by Zhongping Guohao
		("Designated Investor"); upon confirmation of
		Designated Partner and at the request of Zhongping
		Guohao, the Partners shall perform the relevant
		procedures to effect the change

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(5)Suzhou Zeye Investment Co., Ltd.* (蘇州澤業投資有 限公司) ("Zeye Investment")

To the best of the Director's knowledge, information and belief and having made all reasonable enquiries, the Partners (except Jiangsu Zhongneng) and their ultimate beneficial owners are third parties independent of the Group and its connected persons.

Purpose of the Investment Fund The purpose of the Investment Fund is to promote the industrial transformation and upgrading of Jiangsu Zhongneng and the competitiveness of Xuzhou enterprises in the photovoltaic and other clean energy industries.

Terms of operation of the The term of the Investment Fund shall commence from

Investment Fundthe issuance of its business license and shall continue for seven (7) years unless one of the following events occurs:

(i)all the Partners agree to terminate the Investment Fund upon the proposal of the General Partners;

(ii)expiration of the term of the Investment Fund;

(iii)all investment projects of the Investment Fund are exited early;

(iv)the Investment Fund has incurred a serious loss that reaches 50% of the total capital contribution of the Partners or the Investment Fund cannot continue to operate due to force majeure events (as defined in the Limited Partnership Agreement);

(v)the General Partners are all removed or withdraw from the Investment Fund and in accordance with the Limited Partnership Agreement no new general partner is accepted by the Limited Partners;

(vi)serious breach by one or more Partners causing the General Partners to determine that the Investment Fund cannot continue to operate;

(vii)the business license of the Investment Fund is revoked; or

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(viii)any other reason for dissolution under the terms of the Limited Partnership Agreement or applicable laws and regulations.

Committed capital contribution The total capital commitment to the Investment Fund under the Limited Partnership Agreement is approximately RMB3.35 billion. Capital contribution will be made by the Partners in cash as follows:

				% of equity
		Capital		interest in the
Partner		contribution	Investment Fund
	(RMB '000)
General Partners
Zhongke Yishang	1,000		0.03%
Zhongping Guohao	1,000		0.03%
Limited Partners
Jiangsu Zhongneng	1,350,000		40.26%
Designated Investor	500,000		14.92%
Zeye Investment	500,000		14.92%
Xuzhou City Guidance
Fund	500,000		14.92%
Xuzhou Jinlong	500,000		14.92%
Total	3,352,000		100%

The size of the Investment Fund and the capital contribution of each Partner are determined after arm's length negotiations between Jiangsu Zhongneng and the other Partners having taken into account, among other things, the expected capital requirements of the Investment Fund. It is anticipated that the total capital commitments payable by Jiangsu Zhongneng will be funded by internal resources of the Group.

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Payment of the capital	After the investment decision making committee has
contribution	approved any investment project, the fund manager shall
	be entitled to issue drawdown notices (not less than five
	days before the capital contribution) for the contribution
	of capital amounts by each Partner in accordance with
	the amounts required for the approved investment project.
	The capital amounts to be contributed by each Partner
	will be in relative proportion to the committed capital
	ratio set out in the section entitled "committed capital
	contribution" above.
Investment areas and	The	Investment Fund shall prioritize investments in
restrictions	corporations in Xuzhou and the total investment related
	to corporations in Xuzhou shall be not less than 1.5
	times of the capital amount contributed by Xuzhou City
	Guidance Fund.
	The Investment Fund shall mainly invest in the
	transformation and upgrading of Jiangsu Zhongneng
	and photovoltaic and other clean energy projects, which
	may include:
	(i)	an equity investment in Xinjiang GCL New Energy
		Materials Technology Co., Ltd.* (an indirect non-
		wholly owned subsidiary of the Company);
	(ii)	the intelligent slicing project to be carried out by the
		Company (保利協鑫智慧化切片項目); or
	(iii)	any other projects.
	The Investment Fund shall not violate relevant national
	laws and regulations or engage in the following businesses:
	(i)	guarantees, mortgages, entrusted loans etc. (other
		than financing guarantees);
	(ii)	investment in secondary market stocks, futures, real
		estate, securities investment funds, corporate bonds
		rated below AAA, trust products, non-guaranteed
		wealth management products, insurance plans and
		other financial derivative products;

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