GCL Poly Energy : Announcements and Notices - Discloseable Transaction with China Resources Leasing Co., Ltd.*

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GCL-Poly Energy Holdings Limited	GCL New Energy Holdings Limited
(Incorporated in the Cayman Islands with limited liability)	(Incorporated in Bermuda with limited liability)
(Stock code: 3800)	(Stock code: 451)

DISCLOSEABLE TRANSACTION

WITH

CHINA RESOURCES LEASING CO., LTD.*

THE NANZHAO FINANCE LEASE AGREEMENTS WITH CR LEASING

On 9 August 2019, the GNE Group entered into the Nanzhao Finance Lease Agreements with CR Leasing, pursuant to which (i) CR Leasing shall purchase the Nanzhao Leased Assets from Nanzhao Xinli at an aggregate consideration of RMB332,000,000 payable in two instalments; and

1. following the acquisition, CR Leasing, as the lessor, shall lease the Nanzhao Leased Assets to Nanzhao Xinli, as the lessee, for a term of 10 years at an aggregated estimated rent of RMB497,856,000. In addition, pursuant to the Nanzhao Finance Lease Agreements, Nanzhao Xinli shall pay CR Leasing a finance lease handling fee of RMB13,280,000.

LISTING RULES IMPLICATIONS

GCL-Poly

As the highest applicable percentage ratio in respect of the Nanzhao Finance Lease Agreements exceeds 5% but is less than 25%, the entering into of the Nanzhao Finance Lease Agreements constitutes a discloseable transaction for GCL-Poly under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

GNE

As the highest applicable percentage ratio in respect of the Nanzhao Finance Lease Agreements exceeds 5% but is less than 25%, the entering into of the Nanzhao Finance Lease Agreements constitutes a discloseable transaction for GNE under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

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1. PRINCIPAL TERMS OF THE NANZHAO FINANCE LEASE AGREEMENTS

(i) Date:

9 August 2019

1. Parties: (1) Lessee: Nanzhao Xinli
2. 1. Lessor: CR Leasing
3. The Nanzhao Finance Lease
   Pursuant to the Nanzhao Finance Lease, CR Leasing shall purchase the Nanzhao Leased Assets from Nanzhao Xinli at an aggregate consideration of RMB332,000,000. The consideration for the Nanzhao Leased Assets shall be payable in two instalments: (i) RMB200,000,000 shall be payable by CR Leasing upon the satisfaction of all payment terms under the Nanzhao Finance Lease for the first instalment; and (ii) RMB132,000,000 shall be payable by CR Leasing upon the first instalment being fully paid and the satisfaction of all payment terms under the Nanzhao Finance Lease for the second instalment.
   Following the acquisition, CR Leasing, as the lessor, shall lease the Nanzhao Leased Assets to Nanzhao Xinli, as the lessee, for a term of 10 years at an aggregate estimated rent of approximately RMB497,856,000.
4. Payment of Rent and Handling Fee
   The estimated aggregate amount of rent payable by Nanzhao Xinli to CR Leasing under the Nanzhao Finance Lease is RMB497,856,000 and shall be payable in a total of 40 quarterly instalments. The annual interest rate under the Nanzhao Finance Lease shall be 7.68% and shall be adjusted proportionally in the same direction with reference to the applicable benchmark lending rate promulgated by the People's Bank of China for a term of over 5 years from time to time.
   In addition, Nanzhao Xinli shall pay a finance lease handling fee to CR Leasing in the amount of RMB13,280,000.
   The terms of the Nanzhao Finance Lease including the lease rent, the lease interest rate and the finance lease handling fee were determined after arm's length negotiation between CR Leasing and Nanzhao Xinli with reference to the prevailing market rates for (i) finance leases for similar assets; and (ii) similar finance lease services.
   The price for the purchase of the Nanzhao Leased Assets payable by CR Leasing under the Nanzhao Finance Lease 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 CR Leasing.

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1. 1. Ownership of the Nanzhao Leased Assets
      During the term of the Nanzhao Finance Lease, the ownership of the Nanzhao Leased Assets shall vest in CR Leasing. Upon expiry of the term of the Nanzhao 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 Nanzhao Finance Lease, Nanzhao Xinli shall have the right to purchase the Nanzhao Leased Assets from CR Leasing for nominal purchase price of RMB100.
   2. Security Arrangements for the Nanzhao Finance Lease
      The obligations under the Nanzhao Finance Lease are secured by the Nanzhao Security Deposit, the Suzhou GCL Nanzhao Guarantee, the GNE Nanzhao Undertaking, the Nanzhao Electricity Fee Pledge Agreement and the Nanzhao Share Pledge Agreements.
2. REASONS FOR AND BENEFITS OF THE NANZHAO FINANCE LEASE AGREEMENTS
   The terms of the Nanzhao Finance Lease Agreements have been agreed upon after arm's length negotiations between the relevant parties. As a developer of solar power plant projects, GNE requires capital from time to time to construct its solar power plants. The GNE Directors believe that the GNE Group will be able to derive additional liquidity by utilising its existing investments in its existing equipment and assets under the Nanzhao Finance Lease Agreements and benefit from the additional working capital to support its business and operational activities.
   Based on the above reasons, the GNE Directors believe and consider that the terms of the Nanzhao Finance Lease Agreements are on normal commercial terms, fair and reasonable and are in the interest of GNE and the GNE Shareholders as a whole.
   Based on the views of the GNE Directors and having considered all relevant factors, the GCL- Poly Directors consider that the terms of the Nanzhao Finance Lease Agreements are fair and reasonable and on normal commercial terms and are in the interest of GCL-Poly and GCL-Poly Shareholders as a whole.
3. LISTING RULES IMPLICATIONS
   GCL-Poly
   As the highest applicable percentage ratio in respect of the Nanzhao Finance Lease Agreements exceeds 5% but is less than 25%, the entering into of the Nanzhao Finance Lease Agreements constitutes a discloseable transaction for GCL-Poly under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

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GNE

As the highest applicable percentage ratio in respect of the Nanzhao Finance Lease Agreements exceeds 5% but is less than 25%, the entering into of the Nanzhao Finance Lease Agreements constitutes a discloseable transaction for GNE under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

1. INFORMATION ON THE PARTIES TO THE NANZHAO FINANCE LEASE AGREEMENTS
   CR Leasing
   CR Leasing is a company incorporated in the PRC with limited liability and is principally engaged in finance leasing businesses. CR Leasing is a member of the China Resources Group.
   To the best of the GCL-Poly Directors and the GNE Directors' knowledge, information and belief after having made all reasonable enquiries, CR Leasing and its ultimate beneficial owner(s) are third parties independent of GCL-Poly and GNE and their respective connected persons.
   GCL-Poly
   GCL-Poly is an investment company and its subsidiaries are principally engaged in the manufacturing and sale of polysilicon and wafer products, and developing, owning and operation of solar farms. As at the date of this joint announcement, GCL-Poly is interested in approximately 62.28% of the issued share capital of GNE.
   GNE
   The GNE Group is principally engaged in the sale of electricity, development, construction, operation and management of solar power plants.
2. DEFINITIONS

Unless the context otherwise requires, the following expressions have the following meanings in this joint announcement:

"CR Leasing"	China Resources Leasing Co., Ltd.* (華潤租賃有限公司), a
	company incorporated in the PRC with limited liability and a
	member of the China Resources Group

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"GCL-Poly"	GCL-Poly Energy Holdings Limited (保利協鑫能源控股有限
	公司), a company incorporated in the Cayman Islands with
	limited liability, the shares of which are listed on the Main
	Board of the Stock Exchange (stock code: 3800). As at the
	date of this joint announcement, GCL-Poly is interested in
	approximately 62.28% of the issued share capital of GNE

"GCL-Poly Board"

"GCL-Poly Directors"

"GCL-Poly Shareholders"

"GNE"

the board of GCL-Poly Directors

the directors of GCL-Poly

the shareholders of GCL-Poly

GCL New Energy Holdings Limited (協鑫新能源控股有限公 司), a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 451)

"GNE Board"	the board of GNE Directors
"GNE Directors"	the directors of GNE
"GNE Group"	GNE and its subsidiaries
"GNE Nanzhao Undertaking"	the undertaking dated 9 August 2019 from GNE given to CR
	Leasing in respect of Nanzhao Xinli's obligations under the
	Nanzhao Finance Lease
"GNE Share(s)"	ordinary shares of one-two-hundred-fortieth (1/240) of a Hong
	Kong dollar each (equivalent to HK$0.00416) in the share
	capital of GNE
"GNE Shareholder(s)"	holder(s) of the GNE Shares
"Henan GCL New Energy"	Henan GCL New Energy Investment Co., Ltd.* (河南協鑫新
	能源投資有限公司), an indirect subsidiary of GCL-Poly and
	GNE which is incorporated in the PRC with limited liability
"Henan GCL New Energy	the agreement dated 9 August 2019 between CR Leasing and
Nanzhao Share Pledge	Henan GCL New Energy, pursuant to which Henan GCL New
Agreement"	Energy pledged its 50% equity interest in Nanzhao Xinli to
	CR Leasing

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