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GCL Technology Holdings Limited Capital/Financing Update 2012

May 10, 2012

50888_rns_2012-05-10_becce4f3-21d6-4f12-acf0-6249c8e8de36.pdf

Capital/Financing Update

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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.

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)

ISSUE OF SECOND TRANCHE OF RMB600,000,000 NOTES DUE 2015

This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules.

The Board is pleased to announce that on 10 May 2012, GCL, a wholly-owned subsidiary of the Company, has issued the Second Tranche Notes in an aggregate principal amount of RMB600,000,000 due 2015 to financial institutions in the PRC. The First Tranche Notes of RMB400,000,000 was successfully issued by GCL on 16 February 2012.

The estimated net proceeds from the issuance of the Second Tranche Notes, after deduction of underwriting commissions and other estimated expenses, will amount to approximately RMB594,100,000. GCL intends to use the net proceeds from the Second Tranche Notes for the repayment of bank borrowings and for its general working capital requirements.

No listing of the Second Tranche Notes will be sought on the Stock Exchange or any other stock exchange.

INTRODUCTION

This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules.

The Board is pleased to announce that on 10 May 2012, GCL, a wholly-owned subsidiary of the Company, has issued the Second Tranche Notes in an aggregate principal amount of RMB600,000,000 (equivalent to approximately HK$739,200,000) due 2015 to financial institutions in the PRC. The First Tranche Notes of RMB400,000,000 was successfully issued by GCL on 16 February 2012, details of such issue were set out in an announcement of the Company dated 16 February 2012.

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GCL, incorporated in the PRC, is a wholly-owned subsidiary of the Company. Its principal activity is to hold the Group’s majority interest in the environmentally friendly power plants and act as a financing platform for the power business.

PRINCIPAL TERMS OF THE SECOND TRANCHE NOTES

Notes Issued

GCL issued the Second Tranche Notes in an aggregate principal amount of RMB600,000,000 and which mature on 10 May 2015. The registration of a total amount of RMB1,000,000,000 notes for a term of three years to be issued by GCL was accepted by the National Association of Financial Market Institutional Investors on 20 December 2011, out of which the First Tranche Notes of RMB400,000,000 was successfully issued by GCL on 16 February 2012.

Issue Price

The issue price of the Second Tranche Notes is 100% of the principal amount of the Second Tranche Notes.

Guarantee

No guarantee was provided under the Second Tranche Notes.

Interest

The Second Tranche Notes will bear interest at a rate of 5.77% per annum, payable annually in arrears on 10 May each year, commencing from 10 May 2013.

Redemption

The principal of the Second Tranche Notes will be redeemed by a one-off payment on 10 May 2015, when the last due interest payment will also be paid.

Reason for the Notes Issue

One of the Group’s principal business is the development, construction and operation of environmentally friendly power plants. The Notes Issue would help to reduce finance costs as well as short-term bank borrowings of the Group.

Proposed use of proceeds

The estimated net proceeds from the issuance of Second Tranche Notes, after deduction of underwriting commissions and other estimated expenses, will amount to approximately RMB594,100,000 (equivalent to approximately HK$731,900,000). GCL intends to use the net proceeds from the Second Tranche Notes for the repayment of bank borrowings and for its general working capital requirements.

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Listing

No listing of the Second Tranche Notes will be sought on the Stock Exchange or any other stock exchange.

DEFINITIONS

In this announcement, unless the context requires otherwise, the following expressions have the following meanings:

‘‘Board’’ the board of Directors
‘‘Company’’ GCL-Poly Energy Holdings Limited, a company incorporated in the
Cayman Islands with limited liability, whose shares are listed on the
main board of the Stock Exchange
‘‘Director(s)’’ director(s) of the Company
‘‘First Tranche Notes’’ the
first
tranche
of
Notes
in
an
aggregate
principal
amount
of
RMB400,000,000 issued on 16 February 2012
‘‘GCL’’ 保利協鑫有限公司
(GCL-Poly
Co.,
Ltd.*),
a
limited
company
incorporated in the PRC
‘‘Group’’ the Company and its subsidiaries from time to time
‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC
‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange
‘‘Notes’’ the notes with an aggregate principal amount of RMB1,000,000,000 of
a term of three years to be issued by GCL
‘‘Notes Issue’’ the issue of the First Tranche Notes and the Second Tranche Notes
‘‘PRC’’ the People’s Republic of China excluding, for the purpose of this
announcement, Hong Kong, the Macau Special Administrative Region
of the PRC and Taiwan area
‘‘RMB’’ Renminbi, the lawful currency of the PRC
‘‘Second Tranche Notes’’ the second tranche of Notes to be issued, in an aggregate principal
amount of RMB600,000,000
‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited
  • for identification only

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This announcement contains translations between Renminbi and Hong Kong dollar amounts at RMB1 = HK$1.232, being the exchange rate prevailing on 9 May 2012. The translations should not be taken as a representation that the Renminbi could actually be converted into Hong Kong dollars at that rate or at all.

By order of the Board GCL-Poly Energy Holdings Limited Zhu Gong Shan Chairman

Hong Kong, 10 May 2012

As at the date of this announcement, the Board comprises Mr. Zhu Gong Shan (Chairman), Mr. Sha Hong Qiu, Mr. Ji Jun, Mr. Shu Hua, Mr. Yu Bao Dong, Ms. Sun Wei and Mr. Zhu Yu Feng as executive directors; Mr. Chau Kwok Man, Cliff and Mr. Zhang Qing as non-executive directors; Mr. Qian Zhi Xin, Ir. Dr. Raymond Ho Chung Tai, Mr. Xue Zhong Su and Mr. Yip Tai Him as independent non-executive directors.

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