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

國 電 科 技 環 保 集 團 股 份 有 限 公 司

GUODIAN TECHNOLOGY & ENVIRONMENT GROUP CORPORATION LIMITED*

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock code: 01296)

PROPOSED PUBLIC ISSUANCE OF

SUPER SHORT-TERM DEBENTURES IN THE PRC

This announcement is made by Guodian Technology & Environment Group Corporation Limited (the "Company") pursuant to Rule 13.09 of Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules") and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

PROPOSED PUBLIC ISSUANCE OF SUPER SHORT-TERM DEBENTURES IN THE PRC

In order to adjust the debt structure and replenish the working capital of the Company, and ensure the sustainable, healthy and steady development of the business, as well as further enhance its overall competitiveness and promote sustainable profitability, the Company proposed to issue super short-term debentures (the "Super Short-termDebentures") with the total amount up to RMB1.5 billion. Particulars of proposed issue of the Super Short-term Debentures in the PRC are as follows:

  1. Issuer: The Company;
  2. Arrangement: The Super Short-term Debentures may be issued in one or more tranches. The amount within the validity period of registration can be recycled;
  3. Issue place: The Super Short-term Debentures will be issued in the PRC;
  4. Issue size: The total issue size of the Super Short-term Debentures will be no more than RMB1.5 billion (inclusive). The specific size of the issuance shall be determined according to the capital needs of the Company and the then prevailing market conditions, within the aforesaid scope;
  5. Term: The term of each tranche of Super Short-term Debentures to be issued shall be no longer than 270 days (inclusive);

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  1. Coupon Rate and Determination Method: The Super Short-term Debentures are in the form of fixed interest rate. The coupon rate will be inquired to the qualified investors who have the corresponding risk identification and bearing ability. The coupon rate range will be determined by the Company and the bookrunners according to the inquiry of coupon rate, and the coupon rate will then be determined by book-building. The coupon rate of the Super Short-term Debentures is fixed and unchanged within the period as prescribed therein;
  2. Use of proceeds: Mainly used for the production and operation of the Company, including but not limited to replenishment of liquidity and repayment of corporate debts which shall be within the scope as permitted by the relevant regulatory authorities;
  3. Underwriting: The issuance of the Super Short-term Debentures shall be underwritten by the principal underwriter by way of standby underwriting;
  4. Term of validity of the resolution: This resolution shall remain effective for 24 months from the date of the passing at the General Meeting.

To ensure proper completion of the proposed issue of the Super Short-term Debentures, it is proposed to approve the delegation of the authority by the Board of the Company to the general manager office of the Company to deal with all such matters relating to the issue of Super Short-term Debentures. Details of the authority to be sought are set out below (including but not limited to):

  1. So far as permitted by laws and regulations and according to the actual conditions of the Company and the market, determine the actual plans for the issue of the Super Short-term Debentures, amend and adjust the plans and relevant terms of the issue of the Super Short-term Debentures, including but not limited to the timing, method, quantity, actual total amount, price, term of the issue, interest rates and the method of determination, guarantee issues, tranche structure, use of proceeds etc.;
  2. Take all such steps which are necessary for and incidental to the issue of the Super Short-term Debentures (including, but not limited to, signing all requisite legal documentations; selecting and engaging the intermediary institutions; determining the underwriting arrangements; preparing and submitting any relevant application documents to the regulatory authorities, and procuring approval from the regulatory authorities; selecting the principle underwriter for the issuance and signing the relevant agreements; handling other related matters in relation to the issue of Super Short-term Debentures; and conducting any disclosure of information in accordance with any applicable laws and regulations) and approve, confirm and ratify the aforementioned acts and steps to the extent that any of them have already been approved by the Board;

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  1. In the event of changes in regulatory policies or relevant accounting policies in relation to the issue of the Super Short-term Debentures, except for matters that shall be subject to resolutions by the Shareholders at the General Meeting as stipulated by relevant laws, regulations and the articles of association of the Company, make corresponding adjustments to the specific plans based on the comments and opinions, if any, of the regulatory authority, or exercise discretion to postpone or suspend the issue of the Super Short-term Debentures.

The issue of the Super Short-term Debentures shall only be implemented upon the approval of the regulatory authorities. The authority granted by the Board of the Company to deal with all such matters mentioned above should be effective on the date of passing the resolution at the General Meeting.

The issue of the Super Short-term Debentures does not constitute a transaction under Chapter 14 or Chapter 14A of the Hong Kong Listing Rules.

This announcement does not constitute, or form part of, an offer or invitation, or solicitation or inducement of an offer, to subscribe for or purchase any of the Super Short-term Debentures or other securities of the Company, nor is this announcement calculated to invite offers for any securities of the Company.

GENERAL MEETING

A General Meeting will be convened by the Company to approve the proposed public issuance of Super Short-term Debentures in the PRC.

A circular containing, among other things, the details of the proposed public issuance of Super Short-term Debentures in the PRC will be dispatched to Shareholders as soon as practicable.

DEFINITIONS

Unless the context otherwise requires, the following terms used herein have the following meanings:

"Company"

Guodian Technology & Environment Group Corporation

Limited* ( 國 電 科 技 環 保 集 團 股 份 有 限 公 司), a

joint stock limited liability company incorporated in the

PRC

"General Meeting"

the extraordinary general meeting of the Company to be

held to approve the proposed public issuance of Super

Short-term Debentures in the PRC

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"PRC"

the People's Republic of China, and for the purpose of this

announcement, does not include the Hong Kong Special

Administrative Region, the Macau Special Administrative

Region and Taiwan

"RMB"

Renminbi, the lawful currency of the PRC

"Shareholder(s)"

the shareholder(s) of the Company

The Super Short-term Debentures will be subject to market conditions, and it may or may not be completed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

By order of the Board

Guodian Technology & Environment Group Corporation Limited*

Mr. CHEN Dongqing

Chairman

Beijing, PRC, 29 October 2019

As at the date of this announcement, the executive Directors of the Company are Mr. Chen Dongqing, Mr. Zhang Jun and Mr. Tang Chaoxiong; the non- executive Directors are Mr. Wang Zhongqu, Mr. Zhang Wenjian, Mr. Gu Yuchun and Mr. Yan Andrew Y.; and the independent non-executive Directors are Mr. Shen Xiaoliu, Mr. Qu Jiuhui, Mr. Xie Qiuye and Mr. Yeung Chi Tat.

  • For identification purposes only

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Guodian Technology & Environment Group Corporation Ltd. published this content on 29 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 October 2019 13:46:01 UTC