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

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

GCL-Poly Energy Holdings Limited	GCL New Energy Holdings Limited
保利協鑫能源控股有限公司	協鑫新能源控股有限公司
(Incorporated in the Cayman Islands with limited liability)	(Incorporated in Bermuda with limited liability)
(Stock code: 3800)	(Stock code: 451)

DISCLOSEABLE TRANSACTION

WITH CINDA FINANCIAL LEASING CO., LTD.*

THE SHENMU FINANCE LEASE AGREEMENTS WITH CINDA FINANCIAL LEASING

On 15 April 2019, the GNE Group entered into the Shenmu Finance Lease Agreements with Cinda Financial Leasing, pursuant to which (i) Cinda Financial Leasing conditionally agreed to purchase the Shenmu Leased Assets from Shenmu Jingpu at a consideration of RMB600,000,000; and (ii) following the acquisition, Cinda Financial Leasing, as the lessor, conditionally agreed to lease the Shenmu Leased Assets to Shenmu Jingpu, as the lessee, for a term of 9 years at an aggregated estimated rent of approximately RMB751,913,936. In addition, pursuant to the Shenmu Finance Lease Agreements, Shenmu Jingpu conditionally agreed to pay Cinda Financial Leasing a finance lease service fee of RMB59,400,000.

LISTING RULES IMPLICATIONS

GCL-Poly

As the highest applicable percentage ratio in respect of the Shenmu Finance Lease Agreements exceeds 5% but is less than 25%, the entering into of the Shenmu 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 Shenmu Finance Lease Agreements exceeds 5% but is less than 25%, the entering into of the Shenmu 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 SHENMU FINANCE LEASE AGREEMENTS

(i)	Date:	15 April 2019
(ii)	Parties:	(1) Lessee:	Shenmu Jingpu

(2)Lessor: Cinda Financial Leasing

(iii)The Shenmu Finance Lease

Pursuant to the Shemnu Finance Lease, (i) Cinda Financial Leasing conditionally agreed to purchase the Shenmu Leased Assets from Shenmu Jingpu at a consideration of RMB600,000,000; and (ii) following the acquisition, Cinda Financial Leasing, as the lessor, conditionally agreed to lease the Shenmu Leased Assets to Shenmu Jingpu, as the lessee, for a term of 9 years at an aggregate estimated rent of approximately RMB751,913,936.

(iv)Payment of Rent and Service Fee

The estimated aggregate amount of rent payable by Shenmu Jingpu to Cinda Financial Leasing under the Shenmu Finance Lease Agreements is approximately RMB751,913,936 and shall be payable in a total of 36 quarterly instalments. The interest rate under the Shenmu Finance Lease shall be the applicable benchmark lending rate promulgated by PBOC for a term of 9 years from time to time.

In addition, Shenmu Jingpu conditionally agreed to pay a finance lease service fee to Cinda Financial Leasing in the amount of RMB59,400,000.

The terms of the Shenmu Finance Lease including the lease rent, the lease interest rate and the finance lease service fee were determined after arm's length negotiation between Cinda Financial Leasing and Shenmu Jingpu 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 Shenmu Leased Assets payable by Cinda Financial Leasing under the Shenmu 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 Cinda Financial Leasing.

(v)Ownership of the Shenmu Leased Assets

During the term of the Shenmu Finance Lease, the ownership of the Shenmu Leased Assets shall vest in Cinda Financial Leasing. Upon expiry of the term of the Shenmu Finance Lease and subject to the full payment of the entire amount of the lease rent and

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interest and any other amounts due under the Shenmu Finance Lease, Shenmu Jingpu shall have the right to purchase the Shenmu Leased Assets from Cinda Financial Leasing for nominal purchase price of RMB100.

(vi)Security Arrangements for the Shenmu Finance Lease

The obligations under the Shenmu Finance Lease are secured by the Shenmu Security Deposit, the Nanjing GCL Shenmu Guarantee Agreement, the Suzhou GCL Shenmu Guarantee Agreement, the Shenmu Electricity Fee Pledge Agreement, the Shenmu Share Pledge Agreement, the Shenmu Share Pledge Undertaking, the Shenmu Leased Assets Mortgage Agreement and the Shenmu Jingpu Undertaking.

2.REASONS FOR AND BENEFITS OF THE SHENMU FINANCE LEASE AGREEMENTS

The terms of the Shenmu Finance Lease Agreements have been agreed upon after arm's length negotiations between the relevant parties. As a developer of solar power plant projects, the GNE Group requires capital from time to time to construct its solar power plant projects. 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 Shenmu 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 Shenmu 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 Shenmu Finance Lease Agreements are on normal commercial terms, fair and reasonable and are in the interest of GCL-Poly and GCL-Poly Shareholders as a whole.

3.LISTING RULE IMPLICATIONS

GCL-Poly

As the highest applicable percentage ratio in respect of the Shenmu Finance Lease Agreements exceeds 5% but is less than 25%, the entering into of the Shenmu 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 Shenmu Finance Lease Agreements exceeds 5% but is less than 25%, the entering into of the Shenmu 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.

4.INFORMATION ON THE PARTIES TO THE SHENMU FINANCE LEASE AGREEMENTS

Cinda Financial Leasing

Cinda Financial Leasing is a company incorporated in the PRC with limited liability and is principally engaged in finance leasing businesses.

To the best of the GCL-Poly Directors' and the GNE Directors' knowledge, information and belief after having made all reasonable enquiries, Cinda Financial Leasing and its ultimate beneficial owner(s) are third parties independent of GCL-Poly and GNE and their connected persons.

GCL-Poly

GCL-Poly is an investment company and its subsidiaries are principally engaged in the manufacturing and sale of polysilicon and wafers 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.

The GNE Group

The GNE Group is principally engaged in the sale of electricity, development, construction, operation and management of solar power plants.

5.DEFINITIONS

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

"associate"	has the same meaning ascribed to it under the Listing Rules
"Cinda Financial Leasing"	Cinda Financial Leasing Co., Ltd.* (信達金融租賃有限公司),
	a company incorporated in the PRC with limited liability

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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"

"GNE Board"

"GNE Directors"

"GNE Group"

"GNE Share(s)"

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)

the board of GNE Directors

the directors of GNE

GNE and its subsidiaries

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 Share(s)
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"MW"	megawatt(s)
"Nanjing GCL New Energy"	Nanjing GCL New Energy Development Co., Ltd.* (南京協
	鑫新能源發展有限公司), an indirect subsidiary of GCL-Poly
	and GNE which is incorporated in the PRC with limited
	liability
"Nanjing GCL Shenmu	the guarantee dated 15 April 2019 given by Nanjing GCL
Guarantee Agreement"	New Energy to Cinda Financial leasing to secure Shenmu
	Jingpu's obligations under the Shenmu Finance Lease

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