GCL Poly Energy : MAJOR TRANSACTION DISPOSAL OF SUBSIDIARIES

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
(Incorporated in the Cayman Islands with limited liability)	(Incorporated in Bermuda with limited liability)
(Stock code: 3800)	(Stock code: 451)

MAJOR TRANSACTION

DISPOSAL OF SUBSIDIARIES

THE THIRD PHASE SHARE PURCHASE AGREEMENTS

Reference is made to the joint announcements of GCL-Poly and GNE dated 10 December 2020 (after trading hours) and 26 April 2021 (after trading hours) in relation to the Previous De Minimis Disposal, the First Phase Disposals and the Second Phase Disposals (the "Joint Announcements"). Unless otherwise defined herein, the capitalised terms used in this joint announcement shall have the same meanings as those defined in the Joint Announcements.

The GCL-Poly Board and the GNE Board jointly announce that on 30 April 2021, Guizhou GCL New Energy and Suzhou GCL New Energy, being indirect subsidiaries of GCL-Poly and GNE (as the sellers) and Guangdong Jinyuan New Energy Co., Ltd.* (廣東金元新能源有限公司) and State Power Investment Corporation Guizhou Jinyuan Weining Energy Co., Ltd.* (國家電投集團貴州 金元威寧能源股份有限公司) (as the purchasers) entered into the Third Phase Share Purchase Agreements. Pursuant to the Third Phase Share Purchase Agreements, the respective Seller agreed to, among other things, sell (i) 88.37% equity interest in Hainan Yicheng, (ii) 90.10% equity interest in Yingde GCL and (iii) the entire equity interest in each of Ceheng GCL Photovoltaic and Liuzhi GCL to the respective Purchaser.

Upon completion of the Third Phase Disposals, the Target Companies will cease to be subsidiaries of GNE and GCL-Poly. Accordingly, the financial results of the Target Companies will no longer be consolidated into the financial statements of GNE and GCL-Poly upon Closing.

USE OF PROCEEDS FROM THE TRANSACTIONS

The net cash proceeds from the Transactions (including the Consideration and the Total Amount Payable as at the respective Reference Date of the Target Companies) is expected to be approximately RMB660,382,100, which GNE intends to use for repayment of its debts.

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LISTING RULES IMPLICATIONS

GCL-Poly

As the Sellers, Sanya GCL New Energy, Guizhou Zhongxinneng New Energy and Guangxi GCL New Energy, being the indirect subsidiaries of GCL-Poly, entered into the Previous De Minimis Agreement, the First Phase Share Purchase Agreements, the Second Phase Share Purchase Agreements and the Third Phase Share Purchase Agreements with Weining Group within a 12- month period, the Previous De Minimis Disposal, the First Phase Disposals, the Second Phase Disposals and the Third Phase Disposals shall be aggregated as a series of transactions for GCL- Poly pursuant to Rule 14.22 of the Listing Rules.

Since the highest applicable percentage ratio in respect of the Disposals exceeds 25% but less than 75%, the entering into of the Third Phase Disposals constitutes a major transaction for GCL-Poly and it shall comply with the reporting, announcement, circular and shareholders' approval requirements under Chapter 14 of the Listing Rules.

GNE

As the Sellers, Sanya GCL New Energy, Guizhou Zhongxinneng New Energy and Guangxi GCL New Energy, being the indirect subsidiaries of GNE, entered into the Previous De Minimis Agreement, the First Phase Share Purchase Agreements, the Second Phase Share Purchase Agreements and the Third Phase Share Purchase Agreements with Weining Group within a 12- month period, the Previous De Minimis Disposal, the First Phase Disposals, the Second Phase Disposals and the Third Phase Disposals shall be aggregated as a series of transactions for GNE pursuant to Rule 14.22 of the Listing Rules.

Since the highest applicable percentage ratio in respect of the Disposals exceeds 25% but less than 75%, the entering into of the Third Phase Disposals constitutes a major transaction for GNE and it shall comply with the reporting, announcement, circular and shareholders' approval requirements under Chapter 14 of the Listing Rules.

1. INTRODUCTION

Reference is made to the joint announcements of GCL-Poly and GNE dated 10 December 2020 (after trading hours) and 26 April 2021 (after trading hours) in relation to the Previous De Minimis Disposal, the First Phase Disposals and the Second Phase Disposals (the "Joint Announcements"). Unless otherwise defined herein, the capitalised terms used in this joint announcement shall have the same meanings as those defined in the Joint Announcements.

The GCL-Poly Board and the GNE Board jointly announce that on 30 April 2021 (after trading hours), Guizhou GCL New Energy and Suzhou GCL New Energy, being indirect subsidiaries of GCL-Poly and GNE (as the sellers) and Guangdong Jinyuan New Energy Co., Ltd.* (廣東金元

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新能源有限公司) and State Power Investment Corporation Guizhou Jinyuan Weining Energy Co., Ltd.* (國家電投集團貴州金元威寧能源股份有限公司) (as the purchasers) entered into the Third Phase Share Purchase Agreements. Pursuant to the Third Phase Share Purchase Agreements, the respective Seller agreed to, among other things, sell (i) 88.37% equity interest in Hainan Yicheng, (ii) 90.10% equity interest in Yingde GCL and (iii) the entire equity interest in each of Ceheng GCL Photovoltaic and Liuzhi GCL to the respective Purchaser.

Upon completion of the Third Phase Disposals, the Target Companies will cease to be subsidiaries of GNE and GCL-Poly. Accordingly, the financial results of the Target Companies will no longer be consolidated into the financial statements of GNE and GCL-Poly upon Closing.

2. THE THIRD PHASE SHARE PURCHASE AGREEMENTS

The principal terms of the Third Phase Share Purchase Agreements are set out below:

Date

30 April 2021 (after trading hours)

Parties

(i)	The Sellers:	(i)	Guizhou GCL New Energy Co., Ltd*
			(貴州協鑫新能源有限公司)
		(ii)	Suzhou GCL New Energy Investment Co., Ltd.*
			(蘇州協鑫新能源投資有限公司)
(ii)	The Purchasers:	(i)	State Power Investment Corporation Guizhou Jinyuan
			Weining Energy Co., Ltd.*
			(國家電投集團貴州金元威寧能源股份有限公司)
		(ii)	Guangdong Jinyuan New Energy Co., Ltd.*
			(廣東金元新能源有限公司)

To the best of the GCL-Poly Directors and GNE Directors' knowledge, information and belief, having made all reasonable enquiries, Weining Energy, Guangdong Jinyuan and their respective ultimate beneficial owner(s) are third parties independent of GCL-Poly and GNE and their respective connected persons.

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Subject Matter

The equity interests held in the Target Companies will be sold by the Sellers to the respective Purchaser, being (i) 88.37% equity interest in Hainan Yicheng, (ii) 90.10% equity interest in Yingde GCL and (iii) the entire equity interest in each of Ceheng GCL Photovoltaic and Liuzhi GCL.

The Target Companies collectively own 5 operational solar power plants in the PRC with an aggregate grid-connected capacity of approximately 183MW.

The table below sets out the Target Companies under each of the Third Phase Share Purchase Agreements:

	Third Phase Share
No.	Purchase Agreements	Target Companies
I	Hainan Yicheng Share Purchase	Hainan Yicheng New Energy Co., Ltd.*
	Agreement	(海南意晟新能源有限公司)
II	Yingde GCL Share Purchase Agreement	Yingde GCL Photovoltaic Power Co., Ltd.*
		(英德協鑫光伏電力有限公司)
III	Ceheng GCL Photovoltaic Share	Ceheng GCL Photovoltaic Power Co., Ltd.*
	Purchase Agreement	(冊亨協鑫光伏電力有限公司)
IV	Liuzhi GCL Share Purchase Agreement	Liuzhi GCL Photovoltaic Power Co., Ltd.*
		(六枝協鑫光伏電力有限公司)

For further information relating to the Target Companies, please refer to the section headed "Information on the Target Companies" below.

Consideration

The aggregate Consideration under the Third Phase Share Purchase Agreements is RMB310,210,800.

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The table below sets out the Consideration under each of the Third Phase Share Purchase Agreements:

No.	Third Phase Share Purchase Agreements	Consideration
		RMB
I	Hainan Yicheng Share Purchase Agreement	53,023,300
II	Yingde GCL Share Purchase Agreement	38,027,500
III	Ceheng GCL Photovoltaic Share Purchase Agreement	190,100,000
IV	Liuzhi GCL Share Purchase Agreement	29,060,000
Total		310,210,800
Basis	of the Consideration

The Consideration under each of the Third Phase Share Purchase Agreements was determined after arm's length negotiations between the respective Seller and the respective Purchaser, having taken into account of, among other things:

1. the net asset value of each of the Target Companies as at the respective Reference Date;
2. the profitability of the Target Companies for the financial years ended 31 December 2020 and 31 December 2019, details of which can be found in the section headed "Information on the Target Companies" of this joint announcement;
3. the reasons for the Third Phase Disposals as discussed in the paragraph headed "Reasons for and Benefits of the Transactions" below; and
4. the cash flow position of the Target Companies as at the respective Reference Date.

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Payment Arrangements of the Consideration

The aggregate Consideration under each of the Third Phase Share Purchase Agreements shall be paid by the respective Purchaser to the respective Seller in the following manner:

				First	Second
No.	Third Phase Share Purchase Agreements		Instalment	Instalment
				RMB	RMB
I	Hainan Yicheng Share Purchase Agreement	31,810,000				21,213,300
II	Yingde GCL Share Purchase Agreement	22,810,000				15,217,500
III	Ceheng GCL Photovoltaic Share Purchase	114,060,000			76,040,000
	Agreement
IV	Liuzhi GCL Share Purchase Agreement		17,436,000				11,624,000
Total				186,116,000			124,094,800
First instalment:	The Purchasers shall pay a	total of RMB186,116,000 (the "First
		Instalment") to the Sellers within seven Business Days after the
		fulfilment of the following conditions:
		(a) the Third Phase Share Purchase Agreements have become
		effective;
		(b) the delivery and handover of the corporate and statutory
		documents of the respective Target Companies specified in the
		Third Phase Share Purchase Agreements have been completed;
		and
		(c) the respective Purchaser has received the valid invoice from the
		respective Seller stating the amount of First Instalment payable by
		the respective Purchaser.
Second instalment:	The Purchasers shall pay a	total of RMB124,094,800	(the "Second
		Instalment") to the Sellers within seven Business Days after the
		Closing Date and upon receiving the valid invoice from the respective
		Seller stating the amount of Second Instalment payable by the
		respective Purchaser.

The Third Phase Share Purchase Agreements shall become effective upon after (i) the Third Phase Share Purchase Agreements have been duly signed by the parties, (ii) the entering of the Third Phase Share Purchase Agreements have been approved by the board of directors or

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shareholders' meeting of the Purchasers, and (iii) the parties have agreed on the schedules to the Third Phase Share Purchase Agreements including, among others, handover list of corporate and statutory documents and disclosure schedule.

Payment arrangement of the Amount Payable

The table below sets out the carrying amount of the Amount Payable of each of the Target Companies under each of the Third Phase Share Purchase Agreements as at the respective Reference Date:

	Third Phase Share Purchase Agreements	Amount Payable
		RMB
I	Hainan Yicheng Share Purchase Agreement	73,380,900
II	Yingde GCL Share Purchase Agreement	13,779,200
III	Ceheng GCL Photovoltaic Share Purchase Agreement	225,647,200
IV	Liuzhi GCL Share Purchase Agreement	37,364,000
Total		350,171,300

The Purchasers shall repay on behalf of the Target Companies the actual Total Amount Payable, which shall be determined in accordance with the Closing Audit Report, in full within one month after the completion of the Registration Procedures.

Other Undertakings by the Sellers

The Sellers agreed to be subject to, including but not limited to, the following undertakings and shall be responsible for the relevant expenses incurred:

1. all necessary procedures and relevant authorisations in relation to the Third Phase Disposals have been performed and obtained;
2. all the relevant approvals, licenses, permits and qualifications for the business operation of the Target Companies have been obtained legally and effectively;
3. the Target Companies have no material violations of laws and regulations and contingent risks. The Sellers shall be responsible for all administrative penalties, litigation costs and expenses, and relevant losses of the Target Companies resulting from any event occurred before the Closing Date or non-disclosure of material events or liabilities to the Purchasers; and
4. the Sellers shall cooperate with the Purchasers and the Target Companies to release the existing pledge on the equity of the Target Companies before the Closing.

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Other Undertakings by the Purchasers

The Purchasers agreed to be subject to, including but not limited to, the following undertakings:

1. the Purchasers shall cooperate with the Sellers and the Target Companies to release the existing pledge on the equity of the Target Companies before the Closing;
2. all necessary procedures and relevant authorisations in relation to the Third Phase Disposals have been performed and obtained;
3. if the Target Companies incur any loss resulting from any act of the Purchasers after the delivery and handover of the corporate statutory documents of the Target Companies from the Sellers to the Purchasers, the Purchasers shall be responsible for the relevant loss incurred;
4. within 90 Business Days following the Closing Date, the Purchasers shall complete the replacement of guarantees of the Target Companies or take other measures to release the respective Seller or their respective affiliates from the existing guarantees (if any) related to the Target Companies.

Conditions Precedent

The Closing shall be conditional upon the approval by the board of directors or the shareholders (if required) of each of GNE and GCL-Poly in respect of the execution of the Third Phase Share Purchase Agreements and the Transactions.

Transition Period Arrangement

During the Transition Period, the Sellers and the Purchasers agreed to be subject to, including but not limited to, the following arrangements:

1. profit or loss of the Target Companies during the Transition Period shall be enjoyed or borne by the Purchasers; and
2. the Target Companies shall not take various actions, such as payment of dividend, specified in the Third Phase Share Purchase Agreements during the Transition Period before obtaining the written consent from the Purchasers.

Closing

The Purchasers and the Sellers shall strive to complete with the Registration Procedures within 30 Business Days after receiving the First Instalment from the Purchasers and upon the approval by the board of directors or the shareholders (if required) of each of GNE and GCL-Poly in respect of the entering of the Third Phase Share Purchase Agreements and the Transactions.

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The date of issuance as stated on the new business certificate of each of the Target Companies upon the completion of the Registration Procedures shall be the Closing Date for each of the transaction contemplated under each of the Third Phase Share Purchase Agreements.

3. INFORMATION ON THE PARTIES TO THE THIRD PHASE SHARE PURCHASE AGREEMENTS

The GCL-Poly Group

GCL-Poly is an exempted company with limited liability incorporated in the Cayman Islands. The principal business of GCL-Poly is investment holding.

The GCL-Poly Group is principally engaged in the manufacturing and sale of polysilicon and wafers products, and developing and operating solar farms. As at the date of this joint announcement, GCL-Poly is interested in approximately 53.34% of the issued share capital of GNE.

The GNE Group

GNE is incorporated in Bermuda as exempted company with limited liability. The principal business of GNE is investment holding.

The GNE Group is principally engaged in the sale of electricity, development, construction, operation and management of solar power plants. As at the date of this joint announcement, GNE is owned as to approximately 53.34% by GCL-Poly.

Guizhou GCL New Energy

Guizhou GCL New Energy is a company established in the PRC with limited liability and an indirect subsidiary of GCL-Poly and GNE. Guizhou GCL New Energy is directly wholly-owned by Suzhou GCL New Energy, which is in turn owned as to approximately 92.82% by GNE. Guizhou GCL New Energy is principally engaged in the development, operation and management of solar power plants in the PRC.

Suzhou GCL New Energy

Suzhou GCL New Energy is a company established in the PRC with limited liability and an indirect subsidiary of GNE and GCL-Poly. Suzhou GCL New Energy is indirectly owned as to approximately 92.82% by GNE. Suzhou GCL New Energy is principally engaged in photovoltaic power investment, investment management and consultation, business management consultation, technology development, technology transfer, technical advice related to photovoltaic power projects, and sales of photovoltaic materials and equipment. Suzhou GCL New Energy indirectly owns a majority of solar power plants of GNE in the PRC.

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4. INFORMATION ON THE PURCHASERS

Guangdong Jinyuan is a company established in the PRC with limited liability and a wholly- owned subsidiary of Weining Energy. Guangdong Jinyuan is principally engaged in the new energy photovoltaic power generation and renewable hydropower business in the PRC.

Weining Energy is a company established in the PRC with limited liability, the stock of which is listed on the National Equities Exchange and Quotations (stock code: 873359), and is principally engaged in the new energy photovoltaic power generation and renewable hydropower business in the PRC.

As at the date of this joint announcement and as confirmed by Weining Energy, Weining Energy is held as to approximately:

1. 35.94% by State Power Investment Corporation Guizhou Jinyuan Co., Ltd.* (國家電投集 團貴州金元股份有限公司) (which is owned as to (a) approximately 68.05% by State Power Investment Group Co., Ltd.* (國家電力投資集團有限公司), a company which is ultimately controlled by the State-owned Assets Supervision and Administration Commission of the State Council* (國務院國有資產監督管理委員會) and (b) approximately 25.21% by State-owned Assets Supervision and Administration Commission of Guizhou Provincial People's Government (貴州省人民政府國有資產監 督管理委員會), as the ultimate beneficial owners);
2. 30.40% by State Power Investment Group Industrial Fund Management Co., Ltd. - Ronghe Dongneng (Jiaxing) New Energy Investment Partnership (Limited Partnership)* (國家電投集團產業基金管理有限公司 - 融和東能（嘉興）新能源投資合夥企業（有限合 夥)), a subsidiary of Founder Securities Co., Ltd.* (方正證券股份有限公司), the stock of which is listed in the Shanghai Stock Exchange (stock code: 601901);
3. 15.02% by Beijing Chengtong ICBC Equity Investment Fund (Limited Partnership)* (北 京誠通工銀股權投資基金 (有限合夥)) (which is ultimately owned as to (a) 50% by Industrial and Commercial Bank of China Limited* (中國工商銀行股份有限公司), the stock of which is listed on the Shanghai Stock Exchange (stock code: 601398) and the Stock Exchange (stock code:1398), and (b) 50% by China Chengtong Holdings Group Co., Ltd.* (中國誠通控股集團有限公司), which is ultimately controlled by the State- owned Assets Supervision and Administration Commission of the State Council);
4. 9.78% by Guizhou Province Guixin Ruihe Venture Capital Management Co., Ltd. - Guizhou Green Industry Poverty Alleviation Investment Fund (Limited Partnership) (貴 州 省貴鑫瑞和創業投資管理有限責任公司 - 貴州綠色產業扶貧投資基金 (有限合夥)), which is controlled by Guizhou Province Guixin Ruihe Venture Capital Management Co., Ltd.* (貴州省貴鑫瑞和創業投資管理有限責任公司) and ultimately controlled by Guizhou Provincial Department of Finance* (貴州省財政廳);

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1. 7.98% by Guizhou China Water Energy Co., Ltd.* (貴州中水能源股份有限公司), a subsidiary of State Power Investment Corporation Guizhou Jinyuan Co., Ltd.* (國家電投 集團貴州金元股份有限公司); and
2. remaining 0.88% by other shareholders (including public shareholders).

5. INFORMATION ON THE TARGET COMPANIES

The table below sets out the information on the Target Companies under each of the Third Phase Share Purchase Agreements:

	Third Phase Share
No.	Purchase Agreements	Information on the Target Companies
I	Hainan Yicheng Share	Hainan Yicheng is a company established in the PRC with
	Purchase Agreement	limited liability, which is directly owned as to 88.37%
		by Suzhou GCL New Energy, 8.61% by Mr. Chen
		Naiping* (陳奶屏) and 3.02% by Mr. Sun Jianwen* (孫
		建文), both being independent third parties to GCL-Poly
		and GNE, respectively and an indirect subsidiary of
		GNE and GCL-Poly. Hainan Yicheng is principally
		engaged in the operation of solar power plants in the
		PRC.
II	Yingde GCL Share	Yingde GCL is a company established in the PRC with
	Purchase Agreement	limited liability, which is directly owned as to 90.1% by
		Suzhou GCL New Energy and 9.9% by Yingdeshi
		Hengshishuizhen Jiang Gushan Farmer's Professional
		Cooperatives* (英德市橫石水鎮江古山農民專業合作社),
		an independent third party to GCL-Poly and GNE,
		respectively and an indirect subsidiary of GNE and
		GCL-Poly. Yingde GCL is principally engaged in the
		operation of solar power plants in the PRC.
III	Ceheng GCL	Ceheng GCL Photovoltaic is a company established in the
	Photovoltaic Share	PRC with limited liability, which is directly wholly-
	Purchase Agreement	owned by Suzhou GCL New Energy and an indirect
		subsidiary of GNE and GCL-Poly. Ceheng GCL
		Photovoltaic is principally engaged in the operation of
		solar power plants in the PRC.

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	Third Phase Share
No.	Purchase Agreements	Information on the Target Companies
IV	Liuzhi GCL Share	Liuzhi GCL is a company established in the PRC with
	Purchase Agreement	limited liability, which is directly wholly-owned by
		Guizhou GCL New Energy and an indirect subsidiary of
		GNE and GCL-Poly. Liuzhi GCL is principally engaged
		in the operation of solar power plants in the PRC.

Set out below is an extract of the audited financial statements prepared for the financial year ended 31 December 2019 and the unaudited financial statement prepared for the financial year ended 31 December 2020 of each of the Target Companies prepared in accordance with China Accounting Standards:

		For the year ended 31 December
		2020		2019
Third Phase		Profit	Profit	Profit	Profit
Share Purchase		before	after	before	after
Agreements	Target Companies	taxation	taxation	taxation	taxation
		RMB'000	RMB'000	RMB'000	RMB'000
I	Hainan Yicheng	11,136	9,744	10,891	9,254
II	Yingde GCL	5,053	5,053	6,263	6,263
III	Ceheng GCL
	Photovoltaic	32,693	28,754	36,909	36,906
IV	Liuzhi GCL	5,403	5,403	5,309	5,308

As at 31 December 2020 (i.e. reference date for the Third Phase Share Purchase Agreements except Hainan Yicheng Share Purchase Agreement), the total unaudited net assets of the Target Companies (save for Hainan Yicheng) amounted to approximately RMB220,605,570. As at 28 February 2021 (i.e. reference date for Hainan Yicheng Share Purchase Agreement), the total unaudited net assets of Hainan Yicheng amounted to approximately RMB48,388,151.

6. FINANCIAL IMPACT OF THE DISPOSALS

After the Closing Date, the Target Companies will cease to be subsidiaries of the GCL-Poly Group and the GNE Group, and the profit and loss, as well as the assets and liabilities of the Target Companies will no longer be consolidated into the consolidated financial statements of the GCL-Poly Group and the GNE Group.

As at the date of this joint announcement, it is estimated that the GCL-Poly Group and the GNE Group will realise a net gain on the Third Phase Disposals of approximately RMB50,101,056 and such gain is calculated with reference to the difference between the aggregate Consideration

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of approximately RMB310,210,800 and the net asset value attributed to the disposed Sale Shares based on the unaudited financial statements of the Target Companies as at the respective Reference Date of approximately RMB260,109,744, after deducting related transaction costs. The actual gain as a result of the Third Phase Disposals to be recorded by the GCL-Poly Group and the GNE Group is subject to audit and will be reassessed after completion of the Third Phase Disposals.

1. USE OF PROCEEDS FROM THE DISPOSALS
   The net cash proceeds from the Transactions (including the Consideration and the Total Amount Payable as at the respective Reference Date by the Target Companies) is expected to be approximately RMB660,382,100, which GNE intends to use for repayment of its debts.
2. REASONS FOR AND BENEFITS OF THE DISPOSALS
   As part of its "transformation and upgrade" development objective, GCL-Poly through its subsidiary GNE has been taking steps towards transforming to an asset-light model. Upon completion of the Transactions, the Target Companies will no longer be subsidiaries of the GCL-Poly Group and the GNE Group, and the profit and loss as well as the assets and liabilities of the Target Companies will no longer be consolidated into the consolidated financial statements of the GCL-Poly Group and the GNE Group. The liabilities of the GCL- Poly Group and the GNE Group will decrease by approximately RMB1,627,576,000. Meanwhile, the cash derived from the Transactions amounting to approximately RMB660,382,100 will be used for further repayment of debts, and the gearing ratio of the GNE Group will decrease by approximately 1%, calculated with reference to the audited financial statements of the GNE Group as at 31 December 2020, thus effectively reducing the financial risks.
   GCL-Poly, through GNE, intends to reinforce the strategic cooperation with domestic centralised management enterprises and local state-owned enterprises, including Weining Group to achieve an asset-light model. After entering into the Transactions, the GNE Group and Weining Group will further explore other co-operation opportunities, including but not limited to, in relation to the GNE Group's existing solar power plants and new solar power plants to be developed in the PRC. GNE and Weining Group are proactively promoting the aforementioned cooperation, and plan to reach and execute more agreements in relation to disposals and joint development of solar power plants in the near future.
   Based on the above reasons and having considered all relevant factors, the GNE Directors believe and consider that the terms of the Transactions are on normal commercial terms, are fair and reasonable and that the entering into of the Third Phase Share Purchase Agreements is in the interests of GNE and the GNE Shareholders as a whole.

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Based on the views of the GNE Directors and having considered all relevant factors, the GCL- Poly Directors believe and consider that the terms of the Transactions are on normal commercial terms, are fair and reasonable and that the entering into of the Third Phase Share Purchase Agreements is in the interests of GCL-Poly and GCL-Poly Shareholders as a whole.

9. LISTING RULES IMPLICATIONS

GCL-Poly

As the Sellers, Sanya GCL New Energy, Guizhou Zhongxinneng New Energy and Guangxi GCL New Energy, being the indirect subsidiaries of GCL-Poly, entered into the Previous De Minimis Agreement, the First Phase Share Purchase Agreements, the Second Phase Share Purchase Agreements and the Third Phase Share Purchase Agreements with Weining Group within a 12-month period, the Previous De Minimis Disposal, the First Phase Disposals, the Second Phase Disposals and the Third Phase Disposals shall be aggregated as a series of transactions for GCL-Poly pursuant to Rule 14.22 of the Listing Rules.

Since the highest applicable percentage ratio in respect of the Disposals exceeds 25% but less than 75%, the entering into of the Third Phase Disposals constitutes a major transaction for GCL-Poly and it shall comply with the reporting, announcement, circular and shareholders' approval requirements under Chapter 14 of the Listing Rules.

GNE

As the Sellers, Sanya GCL New Energy, Guizhou Zhongxinneng New Energy and Guangxi GCL New Energy, being the indirect subsidiaries of GNE, entered into the Previous De Minimis Agreement, the First Phase Share Purchase Agreements, the Second Phase Share Purchase Agreements and the Third Phase Share Purchase Agreements with Weining Group within a 12- month period, the Previous De Minimis Disposal, the First Phase Disposals, the Second Phase Disposals and the Third Phase Disposals shall be aggregated as a series of transactions for GNE pursuant to Rule 14.22 of the Listing Rules.

Since the highest applicable percentage ratio in respect of the Disposals exceeds 25% but less than 75%, the entering into of the Third Phase Disposals constitutes a major transaction for GNE and it shall comply with the reporting, announcement, circular and shareholders' approval requirements under Chapter 14 of the Listing Rules.

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10. DEFINITIONS

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

"Amount Payable"	the amount payable by each of the Target Companies to the
	Sellers and its affiliates (if applicable, including other
	subsidiaries of GCL-Poly and GNE) as at the respective
	Reference Date as set out in the respective Third Phase Share
	Purchase Agreement
"Business Day"	a day on which banks in China are open for general
	commercial business, other than a Saturday, Sunday or
	public holiday in the PRC
"Ceheng GCL Photovoltaic "	Ceheng GCL Photovoltaic Power Co., Ltd.* (冊亨協鑫光伏
	電力有限公司) is a company established in the PRC with
	limited liability, which is directly wholly-owned by Suzhou
	GCL New Energy and an indirect subsidiary of GNE and
	GCL-Poly as at the date of this joint announcement
"Ceheng GCL Photovoltaic	an equity transfer agreement dated 30 April 2021 entered into
Share Purchase Agreement"	between Suzhou GCL New Energy and Weining Energy in
	relation to the sale of the entire equity interest in Ceheng
	GCL Photovoltaic
"Closing"	closing of the Third Phase Disposals in accordance with the
	Third Phase Share Purchase Agreements
"Closing Audit Report"	the closing audit report prepared by an auditing agency
	appointed by the Purchasers to audit the financial status of the
	Target Companies in the period from the respective Reference
	Date to the Closing Date in accordance with the Third Phase
	Share Purchase Agreements
"Closing Date"	the date of issuance as stated on the new business certificate
	of the Target Companies upon the completion of the
	Registration Procedures
"connected persons"	has the same meaning ascribed to it under the Listing Rules
"Consideration"	the consideration for the Third Phase Disposals

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"Disposals"

"First Phase Disposals"

"First Phase Share Purchase Agreements"

"GCL-Poly"

"GCL-Poly Board"

"GCL-Poly Directors"

"GCL-Poly Group"

"GCL-Poly Shareholders"

"GNE"

"GNE Board"

the Previous De Minimis Disposal, the First Phase Disposals, the Second Phase Disposals and the Third Phase Disposals

the proposed disposals of (i) 70.36% equity interest in Qinzhou Xin Jin Solar Power Co., Ltd.* (欽州鑫金光伏電 力有限公司), (ii) 67.95% equity interest in Shanglin GCL Solar Power Co., Ltd.* (上林協鑫光伏電力有限公司) and

1. the entire equity interest in each of Nanning Jinfu Electric Power Co., Ltd.* (南寧金伏電力有限公司) and

Hainan Tianlike New Energy Project Investment Co., Ltd.* (海南天利科新能源項目投資有限公司) by Suzhou GCL New Energy and Guangxi GCL New Energy Investment Co., Ltd.* (廣西協鑫新能源投資有限公司) ("Guangxi GCL New Energy") to Weining Energy as contemplated under the First Phase Share Purchase Agreements

the series of three share purchase agreements dated 10 December 2020 entered into between Guangxi GCL New Energy, Suzhou GCL New Energy and Weining Energy, as detailed in the joint announcement of GCL-Poly and GNE dated 10 December 2020

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 and the shares of which are listed on the Main Board of the Stock Exchange, with stock code 3800. As at the date of this joint announcement, GCL-Poly is interested in approximately 53.34% of the issued share capital of GNE

the board of GCL-Poly Directors

the directors of GCL-Poly

GCL-Poly and its subsidiaries

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 and the shares of which are listed on the Main Board of the Stock Exchange, with stock code 451

the board of GNE Directors

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"GNE Directors"	the directors of GNE
"GNE Group"	GNE and its subsidiaries
"GNE Shareholders"	the shareholders of GNE
"Guangdong Jinyuan"	Guangdong Jinyuan New Energy Co., Ltd.* (廣東金元新能源
	有限公司), a company established in the PRC with limited
	liability, a wholly-owned subsidiary of Weining Energy and
	an independent third party to GCL-Poly and GNE
"Guizhou GCL New Energy"	Guizhou GCL New Energy Co., Ltd.* (貴州協鑫新能源有限
	公司), a company established in the PRC with limited liability
	and an indirect subsidiary of GNE and GCL-Poly
"Guizhou Zhongxinneng New	Guizhou Zhongxinneng New Energy Development Co., Ltd*
Energy"	(貴州中新能新能源發展有限公司), a company established in
	the PRC with limited liability and an indirect subsidiary of
	GCL-Poly and GNE
"Hainan Yicheng"	Hainan Yicheng New Energy Co., Ltd.* (海南意晟新能源有
	限公司) is a company established in the PRC with limited
	liability, which is directly owned as to 88.37% by Suzhou
	GCL New Energy, 8.61% by Mr. Chen Naiping* (陳奶屏)
	and 3.02% by Mr. Sun Jianwen* (孫建文), both being
	independent third parties to GCL-Poly and GNE, respectively
	and an indirect subsidiary of GNE and GCL-Poly as at the
	date of this joint announcement
"Hainan Yicheng Share	an equity transfer agreement dated 30 April 2021 entered into
Purchase Agreement"	between Suzhou GCL New Energy and Guangdong Jinyuan in
	relation to the sale of the entire equity interest in Hainan
	Yicheng
"Hong Kong"	Hong Kong Special Administrative Region of the PRC
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Liuzhi GCL"	Liuzhi GCL Photovoltaic Power Co., Ltd.* (六枝協鑫光伏電
	力有限公司), a company established in the PRC with limited
	liability, which is wholly-owned by Guizhou GCL New
	Energy and an indirect subsidiary of GCL-Poly and GNE as at
	the date of this joint announcement

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"Liuzhi GCL Share Purchase	an equity transfer agreement dated 30 April 2021 entered into
Agreement"	between Guizhou GCL New Energy and Weining Energy in
	relation to the sale of the entire equity interest in Liuzhi GCL
"MW"	megawatt(s)
"PRC"	the People's Republic of China, and for the purpose of this
	joint announcement, excluding Hong Kong, the Macao
	Special Administrative Region of the People's Republic of
	China and Taiwan
"Previous De Minimis	an equity transfer agreement dated 21 August 2020 entered
Agreement"	into between Suzhou GCL New Energy, Weining Energy and
	Guangxi Jinyuan, as detailed in the joint announcement of
	GCL-Poly and GNE dated 10 December 2020
"Previous De Minimis	the disposal of 60% equity interest in Qinzhou Xin Ao Solar
Disposal"	Energy Co., Ltd.* (欽州鑫奧光伏電力有限公司) ("Qinzhou
	Xin Ao") by Suzhou GCL New Energy to Weining Energy
	and Guangxi Jinyuan (each acquiring 30% equity interest in
	Qinzhou Xin Ao) as contemplated under the Previous De
	Minimis Agreement
"Purchasers"	Weining Energy and Guangdong Jinyuan
"Reference Date"	31 December 2020 (for all Target Companies except Hainan
	Yicheng) and 28 February 2021 (for Hainan Yicheng)
"Registration Procedures"	the registration procedures in respect of the change of
	shareholders of the respective Target Company and other
	relevant filing procedures in respect of the Third Phase
	Disposals in the PRC
"RMB"	Renminbi, the lawful currency of the PRC
"Sale Shares"	(i) 88.37% equity interest in Hainan Yicheng, (ii) 90.10%
	equity interest in Yingde GCL and (iii) the entire equity
	interest in each of Ceheng GCL Photovoltaic and Liuzhi GCL
"Sanya GCL New Energy"	Sanya GCL New Energy Co., Ltd.* (三亞協鑫新能源有限公
	司), a company established in the PRC with limited liability
	and an indirect subsidiary of GCL-Poly and GNE

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"Second Phase Disposals"	the proposed disposals of (i) 99.0% equity interest in Ceheng
	Precision Photovoltaic Power Co., Ltd.* (冊亨精準光伏電力
	有限公司) and (ii) the entire equity interest in each of Dingan
	GCL Photovoltaic Power Co., Ltd.* (定安協鑫光伏電力有限
	公司), Luodian GCL Photovoltaic Power Co., Ltd.* (羅甸協
	鑫光伏電力有限公司) and Suixi GCL Photovoltaic Power
	Co., Ltd.* (遂溪協鑫光伏電力有限公司) by Guizhou
	Zhongxinneng New Energy, Sanya GCL New Energy and
	Suzhou GCL New Energy to Guangdong Jinyuan and
	Weining Energy as contemplated under the Second Phase
	Share Purchase Agreements
"Second Phase Share	the series of four share purchase agreements dated 26 April
Purchase Agreements"	2020 entered into between Guizhou Zhongxinneng New
	Energy, Sanya GCL New Energy, Suzhou GCL New
	Energy, Guangdong Jinyuan and Weining Energy, as
	detailed in the joint announcement of GCL-Poly and GNE
	dated 26 April 2021
"Seller(s)"	Guizhou GCL New Energy and Suzhou GCL New Energy
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"subsidiaries"	has the same meaning ascribed to it under the Listing Rules
"Suzhou GCL New Energy"	Suzhou GCL New Energy Investment Co., Ltd.* (蘇州協鑫新
	能源投資有限公司), a company established in the PRC with
	limited liability and an indirect subsidiary of GNE and GCL-
	Poly
"Target Company(ies)"	Hainan Yicheng, Yingde GCL, Ceheng GCL Photovoltaic and
	Liuzhi GCL
"Third Phase Disposals"	the proposed disposals of (i) 88.37% equity interest in Hainan
	Yicheng, (ii) 90.10% equity interest in Yingde GCL and (iii)
	the entire equity interest in each of Ceheng GCL Photovoltaic
	and Liuzhi GCL by Guizhou GCL New Energy and Suzhou
	GCL New Energy to Guangdong Jinyuan and Weining Energy
	as contemplated under the Third Phase Share Purchase
	Agreements

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"Third Phase Share Purchase	Hainan Yicheng Share Purchase Agreement, Yingde GCL
Agreements"	Share Purchase Agreement, Ceheng GCL Photovoltaic Share
	Purchase Agreement and Liuzhi GCL Share Purchase
	Agreement
"Transactions"	the transactions contemplated under the Third Phase Share
	Purchase Agreements
"Transition Period"	the period between the Reference Date and the Closing Date
"Weining Energy"	State Power Investment Corporation Guizhou Jinyuan
	Weining Energy Co., Ltd.* (國家電投集團貴州金元威寧能
	源股份有限公司), a company established in the PRC with
	limited liability, the stock of which is listed on the National
	Equities Exchange and Quotations (stock code: 873359) and
	an independent third party to GCL-Poly and GNE
"Weining Group"	Weining Energy and Guangdong Jinyuan
"Yingde GCL"	Yingde GCL Photovoltaic Power Co., Ltd.* (英德協鑫光伏電
	力有限公司), a company established in the PRC with limited
	liability, which is directly owned as to 90.1% by Suzhou GCL
	New Energy and 9.9% by Yingdeshi Hengshishuizhen Jiang
	Gushan Farmer's Professional Cooperatives* (英德市橫石水
	鎮江古山農民專業合作社), an independent third party to
	GCL-Poly and GNE, respectively and an indirect subsidiary
	of GNE and GCL-Poly as at the date of this joint
	announcement
"Yingde GCL Share Purchase	an equity transfer agreement dated 30 April 2021 entered into
Agreement"	between Suzhou GCL New Energy and Guangdong Jinyuan in
	relation to the sale of the entire equity interest in Yingde GCL

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"%"

per cent.

• All of the English titles or names of the PRC entities, as well as certain items contained in this joint announcement have been included for identification purpose only and may not necessarily be the official English translations of the corresponding Chinese titles or names. If there is any inconsistency between the English translations and the Chinese titles or names, the Chinese titles or names shall prevail.

By order of the GCL-Poly Board	By order of the GNE Board
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
Zhu Gongshan	Zhu Yufeng
Chairman	Chairman
Hong Kong, 30 April 2021

As at the date of this joint announcement, the GCL-Poly 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 of GCL-Poly; Ir. Dr. Ho Chung Tai, Raymond, Mr. Yip Tai Him, Dr. Shen Wenzhong and Mr. Wong Man Chung, Francis as independent non-executive directors of GCL-Poly.

As at the date of this joint announcement, the GNE Board comprises Mr. Zhu Yufeng (Chairman), Mr. Liu Genyu and Ms. Hu Xiaoyan as executive directors of GNE; Ms. Sun Wei, Mr. Yeung Man Chung, Charles and Mr. Fang Jiancai as non-executive directors of GNE; and Mr. Wang Bohua, Mr. Xu Songda, Mr. Lee Conway Kong Wai, Mr. Wang Yanguo and Dr. Chen Ying as independent non- executive directors of GNE.

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