GCL Technology Holdings Limited — M&A Activity 2018

Apr 2, 2018

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.

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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)

INSIDE INFORMATION POSSIBLE INVOLVEMENT IN JOINT VENTURE

This announcement is made by GCL-Poly Energy Holdings Limited (the “ Company ”) pursuant to Rule 13.09(2)(a) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the “ SFO ”).

MEMORANDUM OF UNDERSTANDING RELATING TO JOINT VENTURE

The board of directors (“Board”) of the Company announces that it has been informed by Golden Concord Holdings Limited, a company controlled by Mr. Zhu Gongshan (the Chairman and an executive director of the Company) (“Golden Concord”), that on 29 March 2018, Golden Concord entered into a non-legally binding memorandum of understanding (“MOU”) with SoftBank Vision Fund L. P. acting through its manager SB Investment Advisers (UK) Limited (an independent third party of the Company) (“SoftBank”). SB Investment Advisers (UK) Limited is a subsidiary company of SoftBank Group Corp., a company listed on the Tokyo Stock Exchange, Inc. (stock code: 9984).

Under the terms of the MOU, Golden Concord and SoftBank have agreed to, either directly or through their respective associates or affiliates, establish a joint venture company (“JVC”) for the purposes of setting up an integrated solar photovoltaic manufacturing facility for the production and sale of ingots, wafers, cells and modules (the “Products”) in the State of Andhra Pradesh, India. The Company (as an affiliate of Golden Concord) may or may not participate in part or all of the transactions contemplated under the MOU.

Under the MOU, the JVC’s initial shareholders will be (a) SoftBank (or its associates or affiliates) which will hold 60% of outstanding shares in the JVC and (b) Golden Concord (or its associates or affiliates) which will hold 40% of outstanding shares in

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the JVC. The shareholdings in the JVC may change if the parties introduce a third joint venture partner to the transaction. The total investment for the JVC will be approximately US$930 million. The parties are yet to agree on how such investment amount will be funded, and whether such amount will be funded by debt, equity or a combination of both.

It is intended that the JVC’s business will involve the establishment of manufacturing facilities for the production and sale of the Products with a cumulative capacity of 4 gigawatts to be implemented in two phases of 2 gigawatts each. The parties have also agreed to participate in the solar power development business in India and invest in the same shareholding proportions as in the JVC.

Golden Concord’s responsibilities will be to assist the JVC in minimising its costs of production, and providing relevant technology and know-how for the manufacture of the Products and any new products launched by the JVC.

SoftBank’s responsibilities will be to assist the JVC in identifying land for the project and obtaining regulatory approvals for running the JVC, and to assist the JVC in obtaining any subsidies that may be offered by the central and state governments in India.

Both parties will have responsibilities for identifying suitable persons for running the JVC and obtaining access to funding.

The MOU is not legally binding and does not create any rights, liabilities or obligations in respect of Golden Concord or SoftBank.

Shareholders and potential investors should note that the Company may or may not enter into any transactions contemplated under the MOU, and accordingly are advised to exercise caution when dealing in the shares of the Company.

The Company will comply with any applicable requirements prescribed by the Listing Rules and/or Part XIVA of the SFO as and when appropriate.

By order of the Board GCL-Poly Energy Holdings Limited 保利協鑫能源控股有限公司 Zhu Gongshan Chairman

Hong Kong,  March 2018

As at the date of this announcement, the Board comprises Mr. Zhu Gongshan (Chairman), Mr. Zhu Zhanjun, Mr. Ji Jun, 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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