GCL Poly Energy : VOLUNTARY ANNOUNCEMENT - PROPOSED AMENDMENT TO TERMS AND CONDITIONS OF CONVERTIBLE BONDS

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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)

VOLUNTARY ANNOUNCEMENT

PROPOSED AMENDMENT TO TERMS AND CONDITIONS OF CONVERTIBLE BONDS

INTRODUCTION

We refer to the announcement of GCL-Poly Energy Holdings Limited (the "Company") on 30

November 2017 in relation to the subscription by GIC Investment Limited (the "Investor"), a wholly- owned subsidiary of the Company, of the HK$100,000,000 5.5% convertible bonds with a term of 3 years (the "Convertible Bonds") issued by Asia Energy Logistics Group Limited (the "Issuer"), a company listed on the Stock Exchange of Hong Kong Limited with the stock code 351, under a subscription agreement dated 30 November 2017 (the "Subscription Agreement") (the

"Announcement").

Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

DEED OF AMENDMENT

On 17 September 2019 (after trading hours), the Issuer and the Investor entered into a deed of amendment (the "Deed of Amendment"), pursuant to which the Issuer and the Investor have conditionally agreed to, among other matters, supplement and amend certain terms and conditions of the original terms and conditions of the Convertible Bonds (the "Bond Conditions").

As at the date of this announcement, the Convertible Bonds in the aggregate principal amount of HK$100,000,000, are convertible into Issuer Shares at the conversion price of HK$0.8505 per Conversion Share. The outstanding Convertible Bonds will mature on 2 March 2021.

The Convertible Bonds are secured by the ship mortgage, deed of covenant and deed of assignment created over and in respect of a dry bulk vessel of a wholly owned subsidiary of the Issuer, and the charge over a bank account of the Issuer. These securities are given in favour of the Investor on 27 April 2018.

The principal terms of the Deed of Amendment are set out below:

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Date:

17 September 2019

Parties:

1. the Issuer as the issuer of the Convertible Bonds
2. the Investor as the holder of the Convertible Bonds

Proposed Amendments

The proposed amendments to the Bond Conditions pursuant to the Deed of Amendment (the "Proposed Amendments") are as follows:

Original terms

Proposed Amendments

Initial Conversion Price:	Conversion price of HK$0.8505
	per	Conversion Share	(as
	adjusted from the original initial
	conversion price of HK$0.1701
	per Conversion Share as a result
	of	the	Issuer's	share
	consolidation of every five then
	existing Issuer Shares into one
	Issuer Share that came into
	effect from 19 August 2019)
	(subject to adjustments)

Proposed amended conversion price of HK$0.375 per Conversion Share (subject to adjustments)

Assuming no adjustment to the above conversion price of HK$0.8505 per Conversion

Share, the number of Conversion Shares issuable by the Issuer upon full exercise of the conversion rights attached to the Convertible Bonds would be 117,577,895 Conversion Shares.

Restriction on transfer of Save and except otherwise

Convertible Bonds:	permitted	under	the	Bond
	Conditions,	no	holder of
	Convertible	Bonds	shall
	transfer its	Convertible	Bonds
	within two years from the date
	of issue (i.e. on 2 March 2018).

Assuming no adjustment to the proposed amended conversion price of HK$0.375 per Conversion Share, the number of Conversion Shares issuable by the Issuer upon full exercise of the conversion rights attached to the Convertible Bonds will be 266,666,666 Conversion Shares.

The Convertible Bonds shall be freely transferrable in whole or in part to any third party which is not a connected person (within the meaning of the Listing Rules) of the Issuer.

Save as supplemented and amended in the manner set out in the Deed of Amendment and the corresponding necessary contextual changes to the amended and restated Bond Conditions in respect of the Convertible Bonds pursuant to the terms and conditions of the Deed of Amendment, all other terms and conditions of the Bond Conditions shall remain in full force and effect.

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Conditions precedent

The Proposed Amendments shall become effective upon fulfilment of the following conditions precedent:

1. the Stock Exchange having approved the amendments to the Bond Conditions pursuant to the Deed of Amendment in accordance with Rule 28.05 of the Listing Rules;
2. where applicable, the Listing Committee of the Stock Exchange having granted approval (with or without conditions) for the listing of, and permission to deal in, the Conversion Shares to be allotted and issued by the Issuer upon conversion of the Convertible Bonds;
3. (where necessary) the approval from the shareholders of the Issuer (or, where appropriate, the independent shareholders of the Issuer) to enter into the Deed of Amendments and perform the Issuer's obligations under the Deed of Amendment having been obtained, and such approval remaining valid and effective;
4. the Issuer having obtained the specific mandate from the shareholders of the Issuer to be granted to the directors of the Issuer in a general meeting to create, allot and issue the Convertible Bonds and the Conversion Shares; and
5. all necessary consents and approvals required to be obtained on the part of the Issuer and the Investor in respect of the Deed of Amendment having been obtained respectively.

If any of the conditions precedent set out above has not been fulfilled by 5:00 p.m. (Hong Kong time) on 30 November 2019 (or such later date as the parties to the Deed of Amendment may agree in writing), the Deed of Amendment shall automatically terminate on 30 November 2019 and none of the parties shall have any claim of any nature or liabilities hereunder whatsoever against any of the other party (save for any antecedent breaches of the terms hereof).

Subject to the continuing fulfilment of the above conditions precedent, completion of the transactions contemplated under the Deed of Amendment shall take place on the date which shall be the Business Day on which the fulfilment of the last condition precedent or such other date as the parties to the Deed of Amendment may agree.

Proposed Amended Conversion Price

The proposed amended conversion price of HK$0.375 per Conversion Share represents:

1. a discount of approximately 55.91% to the initial conversion price of HK$0.8505 per Conversion Share (as adjusted as a result of the Share Consolidation) of the Convertible Bonds;

1. a premium of approximately 5.63% over the closing price of HK$0.355 per Issuer Share as quoted on the Stock Exchange on 17 September 2019, being the date of the Deed of Amendment;

1. a premium of approximately 5.63% to the average closing price of HK$0.355 per Issuer Share as quoted on the Stock Exchange for the last five trading days up to and including the date of the Deed of Amendment; and
2. a premium of approximately 8.06% to the average closing price of HK$0.347 per Issuer Share as quoted on the Stock Exchange for the last ten trading days up to and including the date of the Deed of Amendment.

INFORMATION OF THE ISSUER

The Issuer group is principally engaged in railway construction and operations, and shipping and logistics businesses.

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INFORMATION OF THE COMPANY AND THE INVESTOR

The principal business activity of the Company is investment holding. The Group is principally engaged in: (i) the manufacturing and sales of polysilicon and wafer products; and (ii) the development, owning and operation of solar farms.

The Investor is a wholly owned subsidiary of the Company incorporated in the British Virgin Islands with its principal activity as an investment holding company.

RELATIONSHIP BETWEEN THE ISSUER AND THE COMPANY

As at the date of this announcement, Mr. Zhu Gongshan, the chairman and a director of the Company, is interested in approximately 4.59% of the Issuer Shares [and is a director of various subsidiaries of the Issuer.

Save as aforementioned, to the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the Issuer is a third party independent of the Company and connected persons of the Company.

REASONS FOR AND BENEFITS OF THE PROPOSED AMENDMENTS

The Convertible Bonds were originally issued to the Group (through the Investor) on 2 March 2018.

The Proposed Amendments are expected to benefit the Group, because the reduced conversion price will increase the number of Conversion Shares that the Investor can potentially receive upon the exercise of its conversion rights. Under the current conversion price of HK$0.8505 per Conversion Share (assuming no adjustments), the number of Conversion Shares issuable by the Issuer upon full exercise of the conversion rights attached to the Convertible Bonds would be 117,577,895 Conversion Shares. On the other hand, under the proposed amended conversion price of HK$0.375 per Conversion Share (assuming no adjustments), the number of Conversion Shares issuable by the Issuer upon full exercise of the conversion rights attached to the Convertible Bonds would be 266,666,666 Conversion Shares.

The Proposed Amendments also allow the Investor to freely transfer the Convertible Bonds in whole or in part to any third party which is not a connected person (within the meaning of the Listing Rules) of the Issuer. The Board therefore expects the Proposed Amendments to increase the liquidity of the Convertible Bonds.

Based on the above, the Directors consider that the Deed of Amendment is fair and reasonable and on normal commercial terms, and the Deed of Amendment is in the interests of the Company and the Shareholders as a whole.

By order of the Board

GCL-Poly Energy Holdings Limited

Zhu Gongshan

Chairman

Hong Kong, 17 September 2019

As at the date of this announcement, the Board comprises Mr. Zhu Gongshan (Chairman), Mr. Zhu Zhanjun, Mr. Zhu Yufeng, Ms. Sun Wei, Mr. Yeung Man Chung, Charles, Mr. Jiang Wenwu and Mr. Zheng Xiongjiu as executive Directors; Ir. Dr. Ho Chung Tai, Raymond, Mr. Yip Tai Him, Dr. Shen Wenzhong and Mr. Wong Man Chung, Francis as independent non- executive Directors.

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