THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in GCL-Poly Energy Holdings Limited (保利協鑫能源控股有限公司), you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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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)

MAJOR TRANSACTION DISPOSAL OF SUBSIDIARIES TO STATE POWER INVESTMENT CORPORATION GUIZHOU JINYUAN WEINING ENERGY CO., LTD. AND GUANGDONG JINYUAN NEW ENERGY CO., LTD.

Capitalised terms used in this cover shall have the same meanings as those defined in the section headed “Definitions” in this circular. A letter from the Board is set out on pages 9 to 29 of this circular.

A notice convening the EGM of the Company to be held at Strategy IV, Level 8, W Hong Kong, 1 Austin Road West, Kowloon Station, Kowloon, Hong Kong on Friday, 18 June 2021 at 8:30 a.m. is set out on pages EGM-1 to EGM-3 of the circular of the Company dated 28 May 2021 in relation to the major transaction - disposal of subsidiaries to Three Gorges Asset Management Co., Ltd*.

Irrespective of whether you are able to attend the EGM, please complete the accompanying proxy form in accordance with the instructions printed thereon and deposit the same at the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. The address of Tricor Investor Services Limited is Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and in such event, the proxy form shall be deemed to be revoked.

28 May 2021

PRECAUTIONARY MEASURES FOR THE EGM

Please see pages 1 to 2 of this circular for precautionary measures being taken to prevent and control the spread of COVID-19 at the EGM, including without limitation:

compulsory body temperature checks;
compulsory wearing of surgical face masks (please bring your own mask);
no refreshment will be served; and
no souvenirs will be distributed.

Any person who does not comply with the above precautionary measures may be denied entry into the EGM venue. The Company will require all attendees to wear surgical face masks before they are permitted to attend, and during their attendance of the EGM at all times, and reminds the Shareholders that they may appoint the chairman of the EGM as their proxy to vote on the relevant resolutions at the EGM as an alternative to attending the EGM in person.

	Page
PRECAUTIONARY MEASURES FOR THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX I – FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . . . . . . . .	I-1
APPENDIX II – GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1

PRECAUTIONARY MEASURES FOR THE EGM

In view of the ongoing COVID-19 epidemic and recent guidelines for prevention and control of its spread, the Company will implement the following precautionary measures at the EGM to protect the Shareholders, staff and other stakeholders who attend the EGM from the risk of infection:

(i) compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendee. Any person with a body temperature of 37 degrees Celsius or higher may be denied entry into the EGM venue or be required to leave the EGM venue;
(ii) the Company will require all attendees to wear surgical face masks before they are permitted to attend, and during their attendance of the EGM at all times, and to maintain a safe distance between seats (please bring your own mask);
(iii) no refreshment will be served at the EGM;
(iv) no souvenirs will be distributed at the EGM; and
(v) no guest will be allowed to enter the EGM venue if he/she is wearing quarantine wristband issued by the Government of Hong Kong.

Any person who does not comply with above requirements may be denied entry into the EGM venue or be required to leave the EGM venue. To the extent permitted under law, the Company reserves the right to deny entry into the EGM venue or require any person to leave the EGM venue in order to ensure the safety of other attendees at the EGM. In our case, denied entry to the EGM venue also means that person will not be allowed to attend the EGM.

In the interest of all stakeholders’ health and safety and in accordance with recent guidelines for prevention and control of the spread of COVID-19, the Company reminds all Shareholders that physical attendance in person at the EGM is not necessary for the purpose of exercising voting rights. As an alternative, the Shareholders may complete the proxy forms and appoint the chairman of the EGM as their proxy to vote on the relevant resolutions at the EGM instead of attending the EGM in person.

The proxy forms were despatched to the Shareholders together with this circular, and can otherwise be downloaded from the websites of the Company at http://www.gcl-poly.com.hk or the Stock Exchange at www.hkexnews.hk. If you are not a registered Shareholder (i.e. if your Shares are held via banks, brokers, custodians or Hong Kong Securities Clearing Company Limited), you should consult directly with your banks, brokers or custodians (as the case may be) to assist you in the appointment of proxy.

If you have any questions relating to the EGM, please contact the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, via the following:

Address : Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong Email : [email protected] Telephone : +852 2980 1333 Fax : +852 2810 8185

PRECAUTIONARY MEASURES FOR THE EGM

Subject to the development of COVID-19, the Company may implement further precautionary measures and may issue further announcements on such measures as appropriate.

DEFINITIONS

In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise:

“Amount Payable”
the amount payable by each of the Target Companies to the Sellers and its affiliates (if applicable, including other subsidiaries of the Company and GNE) as at the respective Reference Date as set out in the respective Third Phase Share Purchase Agreement
“Announcement”
the joint announcement of the Company and GNE dated 30 April 2021 (after trading hours) in relation to the Third Phase Share Purchase Agreements
“Board”

the board of the Directors

“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), a company established in the PRC with limited liability, which is directly wholly-owned by Suzhou GCL New Energy and an indirect subsidiary of the Company and GNE as at the Latest Practicable Date
“Ceheng GCL Photovoltaic Share Purchase Agreement”
an equity transfer agreement dated 30 April 2021 entered into 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
“Company”
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 ordinary shares of which are listed on the Main Board of the Stock Exchange, with stock code 3800. As at the Latest Practicable Date, GNE is a subsidiary of the Company
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DEFINITIONS

“connected persons” has the same meaning ascribed to it under the Listing Rules “Consideration” the consideration for the Third Phase Disposals “Directors” the directors of the Company

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

“EGM” the extraordinary general meeting of the Company to be convened to consider and, if thought fit, approve, among others, the Transactions, the entering into and performance of obligations under the Third Phase Share Purchase Agreements
“First 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 (iii) 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
“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 the Company and GNE dated 10 December 2020
“GNE”
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. As at the Latest Practicable Date, GNE is a subsidiary of the Company
“GNE Board”
the board of GNE Directors
“GNE Directors”
the directors of GNE
“GNE Group” GNE and its subsidiaries
“GNE Shareholders”
the shareholders of GNE
“Group”
the Company and its subsidiaries
4 -

DEFINITIONS

“Guangdong Jinyuan”
“Guizhou GCL New Energy”
“Guizhou Zhongxinneng New Energy”
“Hainan Yicheng”
“Hainan Yicheng Share Purchase Agreement”
“Hong Kong”
“Latest Practicable Date”
“Listing Rules”
“Liuzhi GCL”
“Liuzhi GCL Share Purchase Agreement”
“MW”
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 the Company and GNE, respectively
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 the Company and GNE as at the Latest Practicable Date
Guizhou Zhongxinneng New Energy Development Co., Ltd* (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 the Company and GNE as at the Latest Practicable Date
Hainan Yicheng New Energy Co., Ltd. (海南意晟新能源有限公司), 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 the Company and GNE, respectively and an indirect subsidiary of the Company and GNE as at the Latest Practicable Date
an equity transfer agreement dated 30 April 2021 entered into between Suzhou GCL New Energy and Guangdong Jinyuan in relation to the sale of 88.37% equity interest in Hainan Yicheng
Hong Kong Special Administrative Region of the PRC
21 May 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
the Rules Governing the Listing of Securities on the Stock Exchange
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 the Company and GNE as at the Latest Practicable Date
an equity transfer agreement dated 30 April 2021 entered into between Guizhou GCL New Energy and Weining Energy in relation to the sale of the entire equity interest in Liuzhi GCL

megawatt(s)

DEFINITIONS

“National Subsidy List” Renewable Energy Tariff Subsidy List (可再生能源發電補助項目清單)
“PRC” the People’s Republic of China, and for the purpose of this circular, excluding Hong Kong, the Macao Special Administrative Region of the People’s Republic of China and Taiwan
“Previous De Minimis Agreement” an equity transfer agreement dated 21 August 2020 entered into between Suzhou GCL New Energy, Weining Energy and Guangxi Jinyuan, as detailed in the joint announcement of the Company and GNE dated 10 December 2020
“Previous De Minimis Disposal” the disposal of 60% equity interest in Qinzhou Xin Ao Solar 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 the Company and GNE as at the Latest Practicable Date
6 -

DEFINITIONS

“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 Purchase the series of four share purchase agreements dated 26 April 2020 Agreements” 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 the Company and GNE dated 26 April 2021

“Seller(s)” Guizhou GCL New Energy and Suzhou GCL New Energy “Share(s)” ordinary share(s) of HK$0.10 each in the share capital of the Company “Shareholders” the shareholders of the Company “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 the Company and GNE as at the Latest Practicable Date

“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

“Third Phase Share Purchase Agreements”

Hainan Yicheng Share Purchase Agreement, Yingde GCL Share Purchase Agreement, Ceheng GCL Photovoltaic Share Purchase Agreement and Liuzhi GCL Share Purchase Agreement

DEFINITIONS

“Total Amount Payable" the total amount of all the Amount Payable of all of the Target Companies
“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 the Company and GNE, respectively
“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 the Company and GNE, respectively and an indirect subsidiary of the Company and GNE as at the Latest Practicable Date
“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
“%” per cent.
All of the English titles or names of the PRC entities, as well as certain items contained in this circular 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.
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LETTER FROM THE BOARD

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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)

Executive Directors:

Mr. Zhu Gongshan Mr. Zhu Zhanjun Mr. Zhu Yufeng Ms. Sun Wei Mr. Yeung Man Chung, Charles Mr. Jiang Wenwu Mr. Zheng Xiongjiu

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in Hong Kong:

Independent non-executive Directors:

Ir. Ho Chung Tai, Raymond Mr. Yip Tai Him Dr. Shen Wenzhong Mr. Wong Man Chung, Francis

Unit 1703B-1706, Level 17 International Commerce Centre 1 Austin Road West Kowloon Hong Kong 28 May 2021

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTION DISPOSAL OF SUBSIDIARIES TO STATE POWER INVESTMENT CORPORATION GUIZHOU JINYUAN WEINING ENERGY CO., LTD.*

AND GUANGDONG JINYUAN NEW ENERGY CO., LTD.*

1. INTRODUCTION

Second Phase Disposals

Reference is made to the joint announcement of the Company and GNE dated 26 April 2021 in relation to the Second Phase Disposals.

LETTER FROM THE BOARD

In respect of the Second Phase Disposals, the Company would like to supplement the following information:

Net asset value of each of the target companies to be disposed under the Second Phase Disposals

The net asset value of each of the target companies to be disposed under the Second Phase Disposals extracted from the unaudited management accounts as at 31 December 2020 of such target companies prepared in accordance with China Accounting Standards is as follow:

No. Target companies to be disposed under the Second Phase Disposals I Ceheng Precision Photovoltaic Power Co., Ltd. (冊亨精準光伏電力有限公司) (“Ceheng Precision”) II Dingan GCL Photovoltaic Power Co., Ltd. (定安協鑫光伏電力有限公司) (“Dingan GCL”) III Luodian GCL Photovoltaic Power Co., Ltd. (羅甸協鑫光伏電力有限公司) (“Luodian GCL”) IV Suixi GCL Photovoltaic Power Co., Ltd. (遂溪協鑫光伏電力有限公司) (“Suixi GCL”) Total	As at 31 December 2020 Net asset value RMB 43,084,506 41,096,893 59,657,423 68,037,645 211,876,467	As at respective reference date Net asset value* RMB 43,084,506 41,788,919 59,657,423 68,037,645
		212,568,493

The reference date for Ceheng Precision, Luodian GCL and Suixi GCL is 31 December 2020, while the reference date for Dingan GCL is 28 February 2021.

Factors considered by the Directors in determining the negative consideration of Ceheng Precision

The following factors have been considered by the Directors in determining the negative consideration of Ceheng Precision:

(a) Weak cash flow and high indebtedness position

The negative consideration for Ceheng Precision was mainly attributable to its weak cash flow and high indebtedness position.

Ceheng Precision recorded a net cash outflow (excluding financing of shareholders’ loan) for the years ended 31 December 2019 and 31 December 2020 of approximately RMB32 million and RMB3.6 million, respectively. As at 31 December 2020, the bank balances and cash of Ceheng

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LETTER FROM THE BOARD

Precision is approximately RMB2.8 million. As such, Ceheng Precision has been substantially relying on the funding from the Group and the GNE Group by way of shareholders’ loan to pay its finance and operating expenses of Ceheng Precision.

As at 31 December 2020, the total outstanding indebtedness of Ceheng Precision (including bank loans and construction payables but excluding shareholder’s loan of RMB40 million) amounted to approximately RMB122 million, amongst which approximately RMB38 million will be repayable by Ceheng Precision within one year.

Considering the abovementioned factors, Ceheng Precision will not be able to repay its outstanding indebtedness in the near future without the provision of further funding by the Group and the GNE Group.

As such, upon the completion of the disposal of Ceheng Precision to Weining Energy, the Group and the GNE Group will be able to shift its funding commitment to Ceheng Precision to Weining Energy, while being able to receive net cash proceeds of RMB29,784,000 from the disposal of Ceheng Precision after netting off the initial Amount Payable receivable by Guizhou Zhongxinneng New Energy amounting to RMB40,476,000 against the negative consideration of Ceheng Precision amounting to RMB10,692,000. This presents a good opportunity for the Group and the GNE Group (i) to recoup its capital investments in Ceheng Precision, (ii) to relieve the Group and the GNE Group from its funding commitment to Ceheng Precision in the form of shareholders’ loans and (iii) to use the net cash proceeds for repayment of debts of the Group and the GNE Group which will further lower the gearing ratio, finance cost and debt scale of the Group and the GNE Group as a whole.

(b) Operation risk

Certain solar power panels installed at solar power plant operated by Ceheng Precision (“ Ceheng Precision Solar Power Plant ”) were destroyed in a mudslide in 2018. As such, the risk of operating the Ceheng Precision Solar Power Plant at a mountainous terrain was also considered when determining the basis of the negative consideration of Ceheng Precision.

(c) Low profit margin

For the year ended 31 December 2020, the gross profit margin of Ceheng Precision is approximately 52%, which is relatively lower than the Group’s average of 64% and the industrial average of 60% to 70%.

Ceheng Precision has relatively low profit margin because of the following reasons:

(i) the annual poverty alleviation expenses of approximately RMB3 million payable by Ceheng Precision to local government constitutes a significant part of its operational cost;
(ii) the Ceheng Precision Solar Power Plant is located at an area with high annual precipitation and low sunshine duration, resulting in low power generation; and
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LETTER FROM THE BOARD

(iii) given that Ceheng Precision Solar Power Plant is located at a mountainous terrain, a more expensive construction method was used to ensure its structural safety. As such, Ceheng Precision incurred a higher initial investment cost which is mainly funded by external financing, and led to its high amount of outstanding indebtedness and finance cost.

While Ceheng Precision recorded profits after tax of RMB1.04 million and RMB2.78 million in 2019 and 2020, the profit margin of Ceheng Precision is still considered to be low. Together with all of the abovementioned factors, it is undesirable for Weining Energy to acquire Ceheng Precision on a standalone basis. Therefore, the Second Phase Disposals involved the bundling of the disposal of solar power plants operated by the other target companies to be disposed under the Second Phase Disposals with the Ceheng Precision Solar Power Plant and a negative consideration has been agreed for the disposal of Ceheng Precision.

Third Phase Disposals

Reference is made to the Announcement published on 30 April 2021. As disclosed in the Announcement, on 30 April 2021 (after trading hours), Guzhou GCL New Energy and Suzhou GCL New Energy, being indirect subsidiaries of the Company 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.

As at the Latest Practicable Date, (i) Ceheng GCL Photovoltaic and Liuzhi GCL are whollyowned by Suzhou GCL New Energy and Guizhou GCL New Energy, respectively, (ii) Yingde GCL is owned as to 90.10% by Suzhou GCL New Energy and (iii) Hainan Yicheng is owned as to 88.37% by Suzhou GCL New Energy. Upon the completion of the Third Phase Disposals, (i) Ceheng GCL Photovoltaic and Liuzhi GCL will be wholly-owned by Weining Energy, (ii) Yingde GCL will be owned as to 90.10% by Guangdong Jinyuan 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 the Company, (iii) Hainan Yicheng will be owned as to 88.37% by Guangdong Jinyuan, 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 the Company and GNE, respectively and (iv) all of the Target Companies will cease to be subsidiaries of the Group and the GNE Group. Accordingly, the financial results of the Target Companies will no longer be consolidated into the financial statements of the Company and GNE upon Closing.

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LETTER FROM THE BOARD

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 Directors and the 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 the Company, GNE and their respective connected persons.

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)

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LETTER FROM THE BOARD

Third Phase Share No. Purchase Agreements Target Companies 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.

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

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

(i) the net asset value of each of the Target Companies as at the respective Reference Date [(Note)] ;
(ii) 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 circular;
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(iii) the reasons for the Third Phase Disposals as discussed in the paragraph headed “Reasons for and Benefits of the Transactions” below;
(iv) the cash flow position of the Target Companies as at the respective Reference Date [(Note)] . The aggregate net cash outflow of the Target Companies for the year ended 31 December 2020 amounted to approximately RMB28,579,000; and
(v) (applicable to Liuzhi GCL only) given that the solar power plant project operated by Liuzhi GCL (“ Liuzhi GCL Solar Power Plant ”) was awaiting to undergo the approval and registration process to be included in the National Subsidy List as at the Latest Practicable Date, and the conditions to be fulfilled before the completion of the approval and registration process (which are based on the policies in relation to the National Subsidy List as announced and implemented by the relevant government authorities in the PRC from time to time) are uncertain, the ability of Liuzhi GCL to collect outstanding national subsidy receivables from the PRC government is uncertain. As at 31 December 2020, the total balance of national subsidy receivable by Liuzhi GCL was approximately RMB28,194,500, representing approximately 63% of the net assets of Liuzhi GCL as at 31 December 2020. Moreover, Liuzhi GCL Solar Power Plant is located at a mountainous terrain with high annual precipitation and low sunshine duration, resulting in low power generation as well as a higher initial investment cost and maintenance cost which are mainly funded by external financing.

As such, the Transactions involved the bundling of the disposal of solar power plants operated by three other Target Companies as well as the solar power plant operated by Liuzhi GCL (which is comparatively less desirable to Weining Energy as a standalone transaction) and the Sellers and Purchasers agreed to allocate a lower consideration to Liuzhi GCL Share Purchase Agreement of RMB29,060,000, which is lower than the net asset value of Liuzhi GCL as at 31 December 2020 of approximately RMB44,741,000.

Note: Hainan Yicheng has a different Reference Date (i.e. 28 February 2021) compared with other Target Companies due to the commercial negotiation between the Purchasers and the Sellers, and the later start date of the due diligence procedure for Hainan Yicheng.

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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 (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 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.

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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:

No. Third Phase Share Purchase Agreements I Hainan Yicheng Share Purchase Agreement II Yingde GCL Share Purchase Agreement III Ceheng GCL Photovoltaic Share Purchase Agreement IV Liuzhi GCL Share Purchase Agreement Total	Amount Payable RMB 73,380,900 13,779,200 225,647,200 37,364,000
	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. As at the Latest Practicable Date, the Directors are not aware of any adjustment or material change on the carrying amount of the Amount Payable of the Target Companies after the Reference Date and up to the Closing Date.

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:

(i) all necessary procedures and relevant authorisations in relation to the Third Phase Disposals have been performed and obtained;
(ii) all the relevant approvals, licenses, permits and qualifications for the business operation of the Target Companies have been obtained legally and effectively;
(iii) 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
(iv) 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:

(i) 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;
(ii) all necessary procedures and relevant authorisations in relation to the Third Phase Disposals have been performed and obtained;
(iii) 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;
(iv) 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. As at 31 March 2021, the Group provided a total guarantee of RMB2,601,000,000 to banks and financial institutions in respect of banking facilities and financing arrangements 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 the Company and GNE 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:

(i) profit or loss of the Target Companies during the Transition Period shall be enjoyed or borne by the Purchasers; and
(ii) the Target Companies shall not take any 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, so as to retain the profit or loss generated during the Transition Period in the Target Companies.
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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 the Company and GNE in respect of the entering of the Third Phase Share Purchase Agreements and the Transactions.

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 Group

The Company is an exempted company with limited liability incorporated in the Cayman Islands. The principal business of the Company is investment holding. The Group is principally engaged in the manufacturing and sale of polysilicon and wafers products, and developing, owning and operation of solar farms. As disclosed in the announcement of the Company dated 21 May 2021, GNE is a subsidiary of the Company as at the Latest Practicable Date.

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 disclosed in the announcement of the Company dated 21 May 2021, GNE is a subsidiary of the Company as at the Latest Practicable Date.

Guizhou GCL New Energy

Guizhou GCL New Energy is a company established in the PRC with limited liability and an indirect subsidiary of the Company 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 the Company and 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 the Company and GNE. Suzhou GCL New Energy is indirectly owned as to approximately 92.82% by the Company and GNE. Suzhou GCL New Energy is principally engaged in photovoltaic power investment, investment management and consultation, business management

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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 the Company and GNE in the PRC.

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 Latest Practicable Date and as confirmed by Weining Energy, Weining Energy is held as to approximately:

(i) 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);
(ii) 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);
(iii) 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);
(iv) 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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(v) 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
(vi) 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 the Company and an indirect subsidiary of the Company and GNE, respectively. Hainan Yicheng is principally engaged in the operation of solar power plants in the PRC.
II Yingde GCL Share Purchase Yingde GCL is a company established in the PRC with 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 the Company and GNE, respectively and an indirect subsidiary of the Company and GNE. Yingde GCL is principally engaged in the operation of solar power plants in the PRC.
III Ceheng GCL Photovoltaic Ceheng GCL Photovoltaic is a company established in the Share Purchase Agreement PRC with limited liability, which is directly whollyowned by Suzhou GCL New Energy and an indirect subsidiary of the Company and GNE. 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 IV Liuzhi GCL Share Purchase Agreement

Information on the Target Companies

Liuzhi GCL is a company established in the PRC with limited liability, which is directly wholly-owned by Guizhou GCL New Energy and an indirect subsidiary of the Company and GNE. 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
Share Purchase		Profit before	Profit after	Profit before	Profit 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

The table below sets out the net asset value of each of the Target Companies extracted from the audited accounts for the year ended 31 December 2019 and unaudited management accounts for the year ended 31 December 2020 and for the month ended 28 February 2021 of the Target Companies (as the case may be) prepared in accordance with China Accounting Standards:

		Net asset value
		As at
		the respective
		Reference Date
Third Phase Share		(i.e. 31 December 2020	As at
Purchase Agreements	Target Companies	or 28 February 2021)	31 December 2019
		RMB’000	RMB’000
I	Hainan Yicheng	48,388	45,881
II	Yingde GCL	32,893	33,088
III	Ceheng GCL Photovoltaic	142,972	141,283
IV	Liuzhi GCL	44,741	39,172

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6. FINANCIAL IMPACT OF THE DISPOSALS

After the Closing Date, the Target Companies will cease to be subsidiaries of the 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 Group and the GNE Group.

As at the Latest Practicable Date, it is estimated that the 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 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 Group and the GNE Group is subject to audit and will be reassessed after completion of the Third Phase Disposals.

7. USE OF PROCEEDS FROM THE TRANSACTIONS

The table below sets out the debt profile of the GNE Group for the upcoming 12 months as at 31 December 2020:

Indebtedness repayable within one year

Bank loans and other loans from independent third parties Bonds and senior notes Loans from related companies Lease liabilities Loans directly associated with assets held for sale Total	RMB million 12,392 3,261 789 89 333
	16,864

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 bank loans and other loans from independent third parties which are repayable on or before 31 December 2021 amounting to RMB12,392,000,000 as set out above.

8. REASONS AND BENEFITS OF THE TRANSACTIONS

Upon completion of the Transactions, the Target Companies will no longer be subsidiaries of the 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 Group and the GNE Group. The liabilities of the Group and the GNE Group will decrease by approximately RMB1,627,576,000. Meanwhile, the cash derived from the Transactions amounted to approximately

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RMB660,382,100, which will be used for further repayment of debts, and the gearing ratio of the GNE Group will decrease from approximately 81% to approximately 80% by approximately 1%, calculated with reference to the audited financial statements of the GNE Group as at 31 December 2020, effectively reducing the financial risks.

The Transactions are one of the important steps taken by the Company (through GNE) to achieve its “transformation and upgrade” development objective and transformation to an asset-light model.

Solar power generating business is the principal business engaged by GNE, and one of the business segments (being the new energy business segment) operated by the Company through GNE and other subsidiaries. Solar power generating business is also a capital intensive industry, which highly relies on external financing in order to fund for the construction of solar power plants while the recovery of capital investment takes a long period of time. Given the Company, through GNE, highly relies on external financing in order to obtain investment capital for new solar power plant project development, any interest rate changes will have an impact on the capital expenditure and finance expenses of the Company, through GNE, hence, affecting its operating results. Therefore, transformation into an asset-light model, being the business model adopted by the Company, through GNE, is an effective way to reduce its debts and interest rate exposure.

The Company, through GNE, intends to reinforce the strategic cooperation with domestic centralised management enterprises and local state-owned enterprises, including the Purchaser to achieve an asset-light model. After the completion of the Transactions, the Group, through the GNE Group, and the Purchasers will further explore other possible co-operation opportunities, including but not limited to, disposals of the existing solar power plants of the Group and the GNE Group in the PRC.

As disclosed in the circular of the Company dated 22 January 2021, the Group and the GNE Group had entered into a series of share purchase agreements in the year of 2020 to dispose its equity interest in certain subsidiaries (the “ 2020 Disposals ”).

On 29 January 2021, the GNE Group and Beijing United Rongbang New Energy Technology Co., Ltd.(北京聯合榮邦新能源科技有限公司) (“ Beijing United Rongbang ”) entered into a share purchase agreement, pursuant to which the GNE Group agreed to, among other things, to sell the entire equity interest in Wula Tehouqi Yuanhai New Energy Co., Ltd. (烏拉特後旗源海新能源有限責任公司) (“ Wula Tehouqi Yuanhai Disposal ”). Please refer to the announcement of the Company dated 29 January 2021 in relation to the Wula Tehouqi Yuanhai Disposal for further details.

On 31 March 2021, the GNE Group and Three Gorges Asset Management Co., Ltd (三峽資產管理有限公司) (“ Three Gorges Asset Management ”) entered into a series of six share purchase agreements (the “ Three Gorges First Phase Share Purchase Agreements ”), pursuant to which the GNE Group agreed to, among other things, sell the entire equity interest in each of Kaifeng Huaxin New Energy Development Company Limited (開封華鑫新能源開發有限公司), Sanmenxia GCL New Energy Co., Ltd (三門峽協立光伏電力有限公司), Queshan Zhuiri New Energy Electric Power Co, Ltd. (確山追日新能源電力有限公司) and Shang Shui GCL Photovoltaic Electric Power Co, Ltd. (商水協鑫光伏電力有限公司) and 50% equity interest in each of Nanzhao Xin Li Photovoltaic Electric Farms Co., Ltd. (南召鑫力光伏電力有限公司) and Taiqian GCL New Energy Company Limited* (台前協鑫光伏電力有限公司) to Three Gorges Asset

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Management (the “ Three Gorges First Phase Disposals ”). Please refer to the joint announcement of the Company and GNE dated 31 March 2021 in relation to the Three Gorges First Phase Disposals for further details.

On 1 April 2021, the GNE Group and Three Gorges Asset Management entered into a series of four share purchase agreements (the “ Three Gorges Second Phase Share Purchase Agreements ”), pursuant to which the GNE Group agreed to, among other things, sell the (i) entire equity interest in each of Yulin Longyuan Solar Power Company Limited (榆林隆源光伏電力有限公司) and Yulin City Yushen Industrial Zone Dongtou Energy Co., Ltd. (榆林市榆神工業區東投能源有限公司), (ii) 98.4% equity interest in Jingbian GCL Photovoltaic Energy Co., Ltd. (靖邊協鑫光伏電力有限公司) and (iii) 80.35% equity interest in Hengshan Jinghe Solar Energy Co., Ltd. (橫山晶合太陽能發電有限公司) to Three Gorges Asset Management (the “ Three Gorges Second Phase Disposals ”). Please refer to the joint announcement of the Company and GNE dated 1 April 2021 in relation to the Three Gorges Second Phase Disposals for further details.

On 26 April 2021 and 30 April 2021, the GNE Group and the Purchasers entered into the Second Phase Share Purchase Agreements and the Third Phase Share Purchase Agreements, respectively.

On 7 May 2021, Henan GCL New Energy Investment Co., Ltd. (河南協鑫新能源投資有限公司) and State Power Investment Corporation Chongqing Electric Power Co., Ltd. (國家電投集團重慶電力有限公司) (“ SPIC Chongqing ”) entered into a share purchase agreement (the “ Yongcheng Xin Neng Share Purchase Agreement ”), pursuant to which the GNE Group agreed to, among other things, sell the entire equity interest in Yongcheng Xin Neng Photovoltaic Electric Power Co., Ltd (永城鑫能光伏電力有限公司) to SPIC Chongqing (the “ Yongcheng Xin Neng Disposal* ”). Please refer to the joint announcement of the Company and GNE dated 7 May 2021 in relation to the Yongcheng Xin Neng Disposal for further details.

In addition, the Group and the GNE Group is currently under negotiation with certain new energy companies in the PRC (including domestic centralised management enterprises, local state-owned enterprises and listed companies) for further potential disposals of its subsidiaries and will make further announcement as and when appropriate in compliance with the Listing Rules. Save as disclosed above, as at the Latest Practicable Date, the Group and the GNE Group have not entered into any memorandum of understanding or agreement regarding further disposal or downsize of its existing businesses.

For the purpose of this section, the Remaining Group shall mean the Group after completion of the 2020 Disposals, the Wula Tehouqi Yuanhai Disposal, the Three Gorges First Phase Disposals, the Three Gorges Second Phase Disposals, the Previous De Minimis Disposal, the First Phase Disposals, the Second Phase Disposals and the Third Phase Disposals (the “ 2021 Disposals ”).

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The table below sets out the respective number of solar power plants operated by the Remaining Group and their respective locations after the completion of the 2020 Disposals and the 2021 Disposals:

Geographic location Jiangsu Inner Mongolia Henan Shaanxi Shandong Hebei Qinghai Ningxia Jiangxi Hubei Hunan Jilin Guizhou Yunnan Sichuan Liaoning Gansu Zhejiang Guangdong Shanghai Fujian United States Sub-total The Group (excluding the GNE Group) Jiangsu Shaanxi Xizang United States Sub-Total Total	Number of solar power plant(s) 33 4 4 11 3 1 4 2 3 3 5 4 1 8 1 3 2 1 7 1 3 2 106 2 2 1 14 19 125	Grid-connected Capacity (MW) 409 189 95 511 79 21 98 60 101 49 101 51 30 279 50 47 39 21 96 7 56 133
		2,522
		23 100 10 18
		151
		2,673

Through the divestiture of the operational solar power plants of the Target Companies, the asset-light model allows the Remaining Group to optimise the finance structure by lowering gearing ratio as well as reducing debt and interest rate exposure.

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In addition to optimising the finance structure under the asset-light model, the Remaining Group sought to explore opportunities to expand its business by providing more operation, management and maintenance services, in particular to other solar power plant operators in the PRC (including purchasers of certain solar power plant projects disposed by the Group and the GNE Group), thereby generating an additional and stable source of income. Furthermore, the Group and the GNE Group will continue to explore new mode of collaboration between central enterprises and state-owned enterprises and private enterprises using a “development-build-transfer” and “joint development with external parties” under the asset-light model. As such, the Remaining Group could leverage on its established development strength, scientific research capabilities and extensive experience in intelligent operation in the solar energy development and power operation sector while continue to reduce its finance cost and the size of debts.

Apart from promoting the asset-light model for its solar farm business and new energy business (operated by the Company through GNE and other subsidiaries), the Remaining Group will continue to leverage on its existing strength and focus on its solar material business as its principal operating segment. The Group’s solar material business mainly focuses on the manufacture and sales of polysilicon and wafer to companies operating in the solar industry. As of 31 December 2020, the annual production capacity of rod silicon, granular silicon and wafer are 36,000MT, 10,000MT and 40GW, respectively.

Based on the reasons above and having considered the scale of the Remaining Group’s solar power plants business with an aggregate approximately 2.7 GW of grid-connected capacity and its continued focus on solar material business as its principal operating segment, the Directors believe that the business model and the asset-light strategy of the Remaining Group (after completion of the 2020 Disposals and the 2021 Disposals) could ensure its sufficient level of operations, viability and sustainability. As at the Latest Practicable Date, the Company and GNE does not have any intention to acquire new business in the 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 Transactions is in the interests of GNE and the GNE Shareholders as a whole.

Based on the views of the GNE Directors and having considered all relevant factors, the 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 the Company and the Shareholders as a whole.

9. LISTING RULES IMPLICATIONS

As the Sellers, Sanya GCL New Energy, Guizhou Zhongxinneng New Energy and Guangxi GCL New Energy, being the indirect subsidiaries of the Company, 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 the Company pursuant to Rule 14.22 of the Listing Rules.

27 -

LETTER FROM THE BOARD

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 the Company and it shall comply with the reporting, announcement, circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

10. EGM

Set out on pages EGM-1 to EGM-3 of the circular of the Company dated 28 May 2021 in relation to the major transaction - disposal of subsidiaries to Three Gorges Asset Management Co., Ltd is a notice convening the EGM to be held at Strategy IV, Level 8, W Hong Kong, 1 Austin Road West, Kowloon Station, Kowloon, Hong Kong on Friday, 18 June 2021 at 8:30 a.m. (the “ EGM Notice* ”).

At the EGM, ordinary resolution(s) for approving, among others the Transactions and the entering into and performance of obligations under the Third Phase Share Purchase Agreements will be proposed for the Shareholder’s approval.

The resolution(s) will be voted by way of poll at the EGM. As at the Latest Practicable Date, no Shareholder has material interest in the Transactions (other than being a Shareholder) and therefore no Shareholder is required to abstain from voting on the relevant resolutions at the EGM.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, please complete the form of proxy in accordance with the instructions printed thereon and deposit the same at the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, as soon as possible and in any event by not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. The address of Tricor Investor Services Limited is Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM should you so wish and in such event, the proxy form shall be deemed to be revoked.

Record date (being the last date of registration of any share transfer given there will be no book closure) for determining the entitlement of the Shareholders to attend and vote at the EGM will be on 11 June 2021. In order to be entitled to attend and vote at the EGM, all transfers of shares accompanied by the relevant share certificates and properly completed transfer forms must be lodged for registration with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, no later than 4:30 p.m on 11 June 2021.

11. RECOMMENDATION

The Directors are of the view that the terms of the Transactions are fair and reasonable, and are on normal commercial terms and that the entering into of the Third Phase Share Purchase Agreements is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolution to approve the Transactions, the entering into and performance of obligations under the Third Phase Share Purchase Agreements as set out in resolution 2 of the EGM Notice.

28 -

LETTER FROM THE BOARD

12. CONTINUED SUSPENSION OF TRADING

Trading in Shares was suspended from 9:00 a.m. on 1 April 2021 and will remain suspended until further notice.

13. ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

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

29 -

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. FINANCIAL INFORMATION OF THE GROUP

The audited consolidated financial statements of the Group for the years ended 31 December 2018 and 31 December 2019 and the unaudited management accounts of the Group for the year ended 31 December 2020 together with the relevant notes thereto are disclosed in the following documents, which were published on both the Stock Exchange’s website (www.hkexnews.hk) and the Company’s website (www.gcl-poly.com.hk):

the annual report of the Company for the year ended 31 December 2018 published on 26 April 2019 (pages 118-351);
the annual report of the Company for the year ended 31 December 2019 published on 29 April 2020 (pages 162-376); and
the announcement of the Company in respect of publication of unaudited management accounts for the year ended 31 December 2020 (pages 3-7).

2. STATEMENT OF INDEBTEDNESS AND CONTINGENT LIABILITIES OF THE GROUP

At the close of business on 31 March 2021, being the latest practicable date for the purpose of this indebtedness statement, the Group had the following outstanding borrowings:

		The Group
	Secured	Unsecured	Total
	RMB’000	RMB’000	RMB’000
Carrying amount of bank and other
borrowings	27,744,075	3,727,540	31,471,615
Principal amount of notes and bonds
payables	–	3,285,650	3,285,650
Carrying amount of loans from related
companies	–	525,214	525,214
Lease liabilities	847,621	869,953	1,717,574
	28,591,696	8,408,357	37,000,053

The Group’s secured borrowings were secured, individually or in combination, by (i) certain property, plant and equipment, investment properties and right-of-use assets of the Group; (ii) certain pledged bank and other deposits of the Group; (iii) certain subsidiaries’ trade receivables, contract assets and fee collection rights in relation to the sales of electricity; (iv) amount due from an associate; (v) certain equity interests in some project companies and an associate; and (vi) rental deposits of the Group.

At 31 March 2021, certain borrowings of the Group amounting to RMB27,463,818,000 are guaranteed individually or in combination by entities within the Group. The remaining indebtedness amounting to RMB9,536,235,000 are not guaranteed.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

At 31 March 2021, the Group provided a total guarantee of RMB6,707,820,000, RMB900,000,000, RMB1,010,000,000 and RMB817,536,000 to banks and financial institutions in respect of banking facilities and financing arrangements of associates, a joint venture, third party and the Target Companies, respectively.

Save as aforesaid or otherwise disclosed herein, and apart from intra-group liabilities and normal trade payables in the ordinary course of business, as at the close of business on 31 March 2021, the Group did not have any debt securities authorised or otherwise created but unissued, or any term loans, other borrowings or indebtedness in the nature of borrowing including bank overdrafts, loans, liabilities under acceptances (other than normal trade bills), acceptance credits, hire purchase commitments, lease liabilities, mortgages or charges, other material contingent liabilities or guarantees outstanding.

To the best of the knowledge of the Directors, having made all reasonable enquiries, there has been no material change in the level of indebtedness of the Group since 31 March 2021.

3. WORKING CAPITAL STATEMENT

As at 31 March 2021, the Group’s total borrowings comprising bank and other borrowings, notes and bonds payables, loans from related companies and lease liabilities amounted to approximately RMB37,000,053,000.

The Directors have reviewed the Group’s cash flow projections which cover a period of not less than twelve months from the date of this circular. The Directors after due and careful enquiry, are of the opinion that, after taking into account the net proceeds from the Disposals and the financial resources available to the Group, including cash and cash equivalents on hand, cash flows from operating activities and available credit facilities, and based on the assumptions that the financing plans and measures can be successfully executed, the Group will have sufficient working capital for its operating requirements and to pay its financial obligations as and when they fall due and for at least the next twelve months from the date of this circular, in the absence of unforeseeable circumstances. However, if the implementation of financial plans and measures of the Group and the GNE Group become unsuccessful, the Group will not have sufficient working capital for at least the next twelve months from the date of this circular.

In addition to the successful implementation of measures of the GNE Group, including but not limited to the successful transformation to a light-asset model, the completion of the disposals and divestments in relation to solar power plant assets, the sufficiency of the Group’s working capital to satisfy its requirements for at least the next twelve months from the date of this circular is also dependent on the Group’s ability to generate adequate financing and operating cash flows through successful renewal of its bank borrowings upon expiry, compliance with the covenants under the borrowing agreements or obtaining waiver from the relevant banks if the Group is not able to satisfy any of the covenant requirements, successful securing of the financing from banks with repayment terms beyond twelve months from the date of this circular, other short-term or long-term financing equity issuance.

Notwithstanding the above, significant uncertainties exist as to whether the Group can achieve the plans and measures to generate adequate cash inflow as scheduled, failing which the Group will strive to meet the working capital sufficiency by continuous negotiations with banks to renew existing loans, exploring funding channels through equity and debt markets, and obtaining waiver from the relevant banks if

I-2 -

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

the Group is not able to satisfy any of the covenant requirements. In particular, the Group has negotiated with certain banks and financial institutions for providing credit facilities in both on-shore and off-shore. The Group has also obtained direct confirmations from certain banks stating that they do not foresee any reason to withdraw the existing facilities in the near future. The Group will continue to negotiate with other banks to obtain credit facilities to ensure the Group’s bank borrowings can be renewed on an on-going basis.

4. MATERIAL ADVERSE CHANGE

Trading in Shares on the Stock Exchange has been suspended with effect from 9:00 a.m. on 1 April 2021 and will remain suspended until further notice as the publication of the annual results of the Group for the year ended 31 December 2020 (the “ 2020 Annual Results ”) have been delayed until further notice.

On 9 April 2021, the audit committee of the Company (the “ Audit Committee ”) received a letter (the “ Auditor Letter ”) from Deloitte Touche Tohmatsu (the “ Previous Auditor ”), in which the Previous Auditor brought to the attention of the Audit Committee the details of an issue encountered by the Previous Auditor during the audit process and requested the Audit Committee’s involvement in resolving the issue. The issue primarily concerns a prepayment in the amount of RMB510 million made by a subsidiary of the Company, Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd. (江蘇中能硅業科技發展有限公司) for the purposes of an engineering, procurement and construction contract entered into in September 2019 (the “ EPC Contract* ”). The Audit Committee has been working with the Previous Auditor and the Company’s management to finalise the 2020 Annual Results. In addition, the Company has been taking appropriate steps to assess this matter and provide additional information to the Previous Auditor in relation to the EPC Contract.

On 30 April 2021, the Company received a letter from the Stock Exchange setting out the resumption guidance for the resumption of trading in the Shares, including among others, conduct an appropriate independent investigation into the various concerns raised by the Previous Auditor in the Auditor Letter and publish all outstanding financial results required under the Listing Rules and address any audit modifications.

On 7 May 2021, the Company has engaged a forensic accountant to conduct a forensic investigation addressing various concerns raised by the Previous Auditor in the Auditor Letter. On 14 May 2021, the Board and the Audit Committee received a letter from the Previous Auditor tendering its resignation as the auditor of the Company with effect from 14 May 2021 (the “ Resignation Letter ”). As at the date of the Resignation Letter, the Previous Auditor and the Company are unable to reach a consensus on the scope of independent forensic investigation. The Previous Auditor has not issued any such confirmation under Rule 13.51(4) of the Listing Rules, and stated in its Resignation Letter that, with reference to the matter set out in the preceding paragraphs and the fact that it had not completed the audit of the consolidated financial statements of the Group for the year ended 31 December 2020, it is not in a position to confirm whether there are any other matters that need to be brought to the attention of holders of securities or creditors of the Company.

With the recommendation of the Audit Committee, the Board has resolved to appoint Crowe (HK) CPA Limited (“ Crowe ”) as the new auditor of the Company to fill the casual vacancy following the Resignation and to hold the office until the conclusion of the next annual general meeting of the Company subject to the completion of the audit engagement acceptance procedures. The Company uses its best

I-3 -

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

endeavors to assist Crowe to complete the audit procedures for the 2020 Annual Results and will publish further announcement(s) to inform the shareholders of the Company of any significant developments in respect of the publication of the 2020 Annual Results as and when appropriate in compliance with the requirements of the Listing Rules.

Please refer to the announcements of the Company dated 1 April 2021, 7 April 2021, 12 April 2021, 19 April 2021, 28 April 2021, 4 May 2021, 7 May 2021 and 17 May 2021 (collectively, the “ Announcements ”) for further details regarding the continued suspension of trading in shares of the Company.

As at the Latest Practicable Date, save as disclosed in the Announcements, the Directors are not aware of any other material adverse change in the financial or trading position of the Company since 31 December 2019, being the date to which the latest published audited financial results of the Group were made up.

5. FINANCIAL AND TRADING PROSPECTS

For the year ended 31 December 2020, the Group recorded a total revenue of approximately RMB14,621 million, whilst the total revenue for the year ended 31 December 2019 was approximately RMB19,250 million. Gross profit and gross profit margin for the year ended 31 December 2020 were approximately RMB3,702 million and 25.3% respectively, whilst the gross profit and gross profit margin for the year ended 31 December 2019 were approximately RMB4,678 million and 24.3% respectively. Loss attributable to owners of the Company for the year ended 31 December 2020 amounted to approximately RMB5,722 million as compared to the loss attributable to owners of the Company of RMB197 million for the year ended 31 December 2019.

The Group’s solar material business belongs to the upstream of the solar supply chain, which supplies polysilicon and wafer to companies operating in the solar industry. Polysilicon is the primary raw material used in the solar wafer production. In addition, the Group also produces wafer by using polysilicon that are produced by the Group. In the solar industry supply chain, wafers are further processed by downstream manufacturers to produce solar cells and modules. As at 31 December 2020, part of the annual production capacity of rod silicon of the Group’s Xuzhou base switched to that of 30,000 MT of granular silicon, resulting in a decrease in production capacity of rod silicon from 70,000 MT to 36,000 MT for the year. As of 31 December 2020, production capacity of granular silicon was 10,000 MT.

The Group’s solar farm business manages and operates 151MW solar farms. As at 31 December 2020, the Group’s solar farm business includes 18MW of solar farms in the United States and 133MW of solar farms in the PRC.

The Group’s new energy business represents the business operations of GNE, which is principally engaged in the development, construction, operation and management of solar farms. As at 31 December 2020, the aggregated installed capacity of the grid-connected solar farms of GNE Group was 6,636MW.

The outbreak of coronavirus disease (“ COVID-19 ”) in the PRC, which subsequently spread throughout other regions, has affected many businesses to different extent in early 2020. The respective governments in the PRC and other regions had implemented different types and levels of precautionary

I-4 -

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

measures in an attempt to curb the spread of the pandemic. Hence, the Group’s ability to serve customers will largely depend on (i) the effectiveness of the government measures that have been implemented; (ii) continuous availability of workforce which may be affected by the temporary travel restrictions and home quarantine requirements; and (iii) customers’ confidence and demand which may be influenced by the market sentiments and economic performances in different jurisdictions.

Based on available information up to the Latest Practicable Date, the management of the Group considers that COVID-19 has negative impacts to the global economy, business environment and directly and indirectly affect the operations of the Group. Given the dynamic nature of these circumstances, the related impact on our Group’s operations and financial position could not be reasonably estimated at this stage.

I-5 -

GENERAL INFORMATION

APPENDIX II

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

(i) Interests of Directors and chief executives of the Company

As at the Latest Practicable Date, the interests and short positions of the Directors and the chief executive of the Company in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required (i) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he has taken or deemed to have under such provisions of the SFO); or (ii) to be and were entered into in the register required to be kept by the Company pursuant to Section 352 of the SFO; or (iii) as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers of the Listing Rules, were as follows:

(a) Long or short position in the shares of the Company:

Name of Director/
chief executive
Long position/
short position
Zhu Gongshan
Long position
Zhu Zhanjun
Long position
Zhu Yufeng
Long position
Short position
Sun Wei
Long position
Yeung Man Chung,
Charles
Long position
Jiang Wenwu
Long position

Number of ordinary shares held
Number of
underlying
shares
Total
Approximate
percentage of
issued shares
capital
Beneficiary of
a trust
Corporate
interests
Personal
interests
(Note 3)
6,370,388,156
(Note 1)
–
–
–
6,370,388,156
25.42%
–
–
3,400,000
2,719,359
(Note 2)
6,119,359
0.02%
6,370,388,156
(Note 1)
–
–
1,510,755
(Note 2)
6,371,898,911
25.42%
240,000,000
(Note 3)
–
–
–
–
–
–
5,723,000
1,712,189
(Note 2)
7,435,189
0.03%
–
–
–
1,700,000
(Note 2)
1,700,000
0.01%
–
–
9,600,000
1,712,189
(Note 2)
11,312,189
0.05%

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GENERAL INFORMATION

APPENDIX II

Name of Director/ chief executive Long position/ short position Zheng Xiongjiu Long position Ho Chung Tai, Raymond Long position Yip Tai Him Long position	Number of ordinary shares held Number of underlying shares Total Approximate percentage of issued shares capital Beneficiary of a trust Corporate interests Personal interests (Note 3) – – 250,000 2,517,924 (Note 2) 2,767,924 0.01% – – – 1,007,170 (Note 2) 1,007,170 0.00% – – – 1,007,170 (Note 2) 1,007,170 0.00%

Notes:

An aggregate of 6,370,388,156 shares of the Company are collectively held by Highexcel Investments Limited, Happy Genius Holdings Limited and Get Famous Investments Limited, which are wholly-owned by Golden Concord Group Limited, which in turn is wholly-owned by Asia Pacific Energy Holdings Limited. Asia Pacific Energy Holdings Limited is in turn whollyowned by Asia Pacific Energy Fund Limited. Asia Pacific Energy Fund Limited is ultimately held under a discretionary trust with Credit Suisse Trust Limited as trustee and Mr. Zhu Gongshan and his family (including Mr. Zhu Yufeng, a Director and the son of Mr. Zhu Gongshan) as beneficiaries.
These are share options granted by the Company to the Directors, pursuant to the share option scheme adopted by the shareholders of the Company on 22 October 2007. Such granted share options can be exercised by the Directors at various intervals during the period from 15 March 2016 to 28 March 2026 at an exercise price of HK$1.160 or HK$1.324 per share.
The short position was held as a result of an equity derivative agreement entered by HappyGenius Holdings Limited.
The total number of ordinary shares of the Company in issue as at the Latest Practicable Date is 25,062,422,448.
II-2 -

GENERAL INFORMATION

APPENDIX II

(b) Long position in the shares of associated corporations

As at the Latest Practicable Date, GNE is a subsidiary of the Company.

Name of Director/
chief executive
Zhu Gongshan
Zhu Yufeng
Sun Wei
Yeung Man Chung,
Charles

Number of ordinary shares of GNE held
Number of
underlying
shares of
GNE held
Total
Approximate
percentage of
issued share
capital of
GNE
Beneficiary
of a trust
Corporate
interests
Personal
interests
(Note 3)
1,905,978,301
(Note 1)
–
–
–
1,905,978,301
9.04%
1,905,978,301
(Note 1)
–
–
3,523,100
(Note 2)
1,909,501,401
9.06%
–
–
–
27,178,200
(Note 2)
27,178,200
0.13%
–
–
–
15,099,000
(Note 2)
15,099,000
0.07%

Notes:

1,905,978,301 shares in GNE are beneficially owned by Dongsheng Photovoltaic Technology (Hong Kong) Limited (“ Dongsheng PV ”). Dongsheng PV is indirectly wholly-owned by GCL System Integration Technology Co., Ltd. (“ GCL System Integration ”) and an aggregate of over 30% of the issued shares in GCL System Integration, is indirectly held by the Zhu Family Trust and Mr. Zhu Yufeng, an executive director of the Company and GNE and son of Mr. Zhu Gongshan.
These are share options granted by GNE. Such granted share options can be exercised by Mr. Zhu Yufeng at the interval between 24 July 2015 and 23 July 2025 at an exercise price of HK$0.606 per share and by Ms. Sun Wei and Mr. Yeung Man Chung, Charles at the interval between 24 November 2014 and 23 July 2025 at an exercise price of HK$1.1798 or HK$0.606 per share.
The total number of ordinary shares of GNE in issue as at the Latest Practicable Date is 21,073,715,441.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors nor the chief executive of the Company had any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required (i) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are taken or deemed to have under such provisions of the SFO); or (ii) to be and were entered into in the register that was required to be kept under Section 352 of the SFO; or (iii) as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.

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GENERAL INFORMATION

APPENDIX II

(ii) Interests of substantial shareholders

As at the Latest Practicable Date, so far as is known to the Directors or chief executive of the Company, the following persons (other than a Director or chief executive of the Company) had an interest or short position in the shares or underlying shares of the Company as recorded in the register kept pursuant to the Section 336 of the SFO:

			Approximate percentage
	Capacity/	Number of shares/	of issued share capital
Name	nature of interest	underlying shares	of the Company
Asia Pacific Energy Fund	Interests in a controlled	6,370,388,156	25.42%
Limited	corporation (Note 1)		(Note 2)

Notes:

An aggregate of 6,370,388,156 shares are collectively held by Highexcel Investments Limited, Happy Genius Holdings Limited and Get Famous Investments Limited, which are wholly-owned by Golden Concord Group Limited, which in turn is wholly-owned by Asia Pacific Energy Holdings Limited. Asia Pacific Energy Holdings Limited is in turn wholly-owned by Asia Pacific Energy Fund Limited. Asia Pacific Energy Fund Limited is ultimately held under a discretionary trust with Credit Suisse Trust Limited as trustee for Mr. Zhu Gongshan and his family (including Mr. Zhu Yufeng, a Director and the son of Mr. Zhu Gongshan) as beneficiaries.
The total number of ordinary shares of the Company in issue as at the Latest Practicable Date is 25,062,422,448.

Save as disclosed aforesaid, so far as is known to any Directors or chief executive of the Company, as at the Latest Practicable Date, no other persons (other than a Director or chief executive of the Company) who had an interest or short position in the shares or underlying shares of the Company as recorded in the register kept pursuant to Section 336 of the SFO.

3. DIRECTORS’ SERVICE CONTRACTS

Each of the Independent non-executive Directors has entered into a service contract with the Company for a fixed term of three years and will be terminated by not less than three months’ notice in writing served by either party on the other. Upon the expiry of the notice period, the appointment will be terminated.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with the Company or any member of the Group which is not determinable within one year without payment of compensation other than statutory compensation.

4. DIRECTORS’ INTERESTS IN ASSETS OR CONTRACTS AND OTHER INTERESTS

Save for the entering into of the lease agreements with Suzhou GCL Energy Technology Co., Ltd. (蘇州協鑫能源科技有限公司) (“ GCL Energy Technology ”) and GCL (Jiangsu) Construction and Management Co., Ltd. (江蘇協鑫建設管理有限公司) (“ GCL Construction Management ”) respectively,

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APPENDIX II

GENERAL INFORMATION

as disclosed in the announcements of the Company dated 27 September 2019 and 31 December 2019 as at the Latest Practicable Date, none of the Directors or proposed Directors had, or has had, any direct or indirect interest in any assets which have been acquired, disposed of by or leased to, or which are proposed to be acquired, disposed of by or leased to, any member of the Group since 31 December 2019, being the date to which the latest published and audited consolidated financial statements of the Company were made up. GCL System Integration and GCL Energy Engineering are both ultimately controlled by Mr. Zhu Yufeng and the Asia Pacific Energy Fund which Mr. Zhu Gongshan and his family (including Mr. Zhu Yufeng) are beneficiaries. GCL Energy Technology and GCL Construction Management are both ultimately held and controlled by the Asia Pacific Energy Fund. Mr. Zhu Gongshan and Mr. Zhu Yufeng are both the Directors.

Save for the transactions contemplated hereunder and transactions which were disclosed pursuant to the Listing Rules, there was no contract or arrangement entered into by any member of the Group subsisting as at the date of this circular of which any Director is materially interested and which is significant in relation to the business of the Group.

5. DIRECTORS’ INTERESTS IN COMPETING BUSINESS

As at the Latest Practicable Date, save as disclosed below, so far as the Directors were aware, none of the Directors or their respective associates had interest in any business which competed or was likely to compete, either directly or indirectly, with the business of the Group.

	Name of company in which the	Principal activities of the	Percentage interest in
Name of Director	relevant Director has interest	competing company	competing company
Mr. Zhu Yufeng	錫林郭勒中能硅業有限公司	Intend to produce polysilicon	Mr. Zhu Yufeng, through
	Xilingol Zhongneng Silicon Co., Ltd.*	ingot upon completion of	companies controlled by
	(Dormant and inactive)	construction	him, holds 70% interest

6. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business) were entered into by members of the Group within the two years immediately preceding the Latest Practicable Date which are or may be material:

(i) the series of seven share purchase agreements dated 22 May 2019 entered into between Suzhou GCL New Energy as seller and Shanghai Rongyao New Energy Co., Ltd. (上海榕耀新能源有限公司) as purchaser in relation to, among others, (i) the sale and purchases of 70% of the equity interests in Shanxi GCL New Energy Technologies Co., Ltd. (山西協鑫新能源科技有限公司), Fenxi County GCL Photovoltaic Co., Ltd. (汾西縣協鑫光伏電力有限公司), Ruicheng County GCL Photovoltaic Co., Ltd. (芮城縣協鑫光伏電力有限公司), Yu County Jinyang New Energy Power Generation Co., Ltd. (盂縣晉陽新能源發電有限公司), Yu County GCL Photovoltaic Co., Ltd. (盂縣協鑫光伏電力有限公司), Hanneng Guangping County Photovoltaic Development Co., Ltd. (邯能廣平縣光伏電力開發有限公司) and Hebei GCL New Energy Co., Ltd. (河北協鑫新能源有限公司) (the “ Disposed Companies ”) together with 70% of the outstanding shareholder’s loan owed from the Disposed Companies
II-5 -

GENERAL INFORMATION

APPENDIX II

to Suzhou GCL New Energy at an aggregate consideration of RMB1,740,616,700; and (ii) the grant of put options by Suzhou GCL New Energy to Shanghai Rongyao New Energy Co., Ltd. and/or the Disposed Companies;

(ii) the capital increase agreement and supplemental agreement dated 30 May 2019 entered into among Suzhou GCL Technology Development Co., Ltd. (蘇州協鑫科技發展有限公司), Tianjin Zhonghuan Semiconductor Co., Ltd. (天津中環半導體股份有限公司), Inner Mongolia Zhonghuan GCL Solar Material Co., Ltd. (內蒙古中環協鑫光伏材料有限公司), Hohhot Investment Lingchuang Investment Fund (Limited Partnership) (呼和浩特市領創投資基金（有限合夥）) and Hohhot City Chengchi Phase II Industrial Development Fund Investment Center (Limited Partnership) (呼和浩特市城池二期產業發展基金投資中心（有限合夥）) in relation to the capital contribution with an aggregated total of RMB800,000,000 in the registered capital and capital reserve of Inner Mongolia Zhonghuan GCL Solar Material Co., Ltd. (內蒙古中環協鑫光伏材料有限公司);
(iii) the cooperation agreements dated 31 May 2019 entered into between Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd. (江蘇中能硅業科技發展有限公司) (“ Jiangsu Zhongneng ”) (an indirect subsidiary of the Company), and other parties: (a) Leshan Gaoxin Investment Development (Group) Limited (樂山高新投資發展（集團）有限公司); (b) Suzhou Zeye Investment Co., Ltd. (蘇州澤業投資有限公司); (c) Zeye New Energy Holdings Limited (澤業新能源控股有限公司); and (d) Shanghai Zhongping Guohao Assets Management Co., Ltd. (上海中平國瑀資產管理有限公司), in relation to the establishment of Leshan Polysilicon Photovoltaic Information Industry Investment Fund (樂山多晶硅光電信息產業基金) with the total capital commitment intended to be between RMB4 billion and RMB4.5 billion, of which Jiangsu Zhongneng intends to contribute RMB500 million;
(iv) the placing agreement dated 10 June 2019 entered into between the Company and UBS AG Hong Kong Branch, in relation to the placing of 1,511,000,000 new ordinary shares under the general mandate, with proceeds amounting to approximately HK$680 million;
(v) the share purchase agreement dated 26 June 2019 enter into between Jiangsu Zhongneng, an indirect non-wholly owned subsidiary of the Company, Xuzhou Zhongping GCL Industrial Upgrading Equity Investment Fund LLP (徐州中平協鑫產業升級股權投資基金（有限合夥）) and Xinjiang GCL New Energy Materials Technology Co., Ltd. (新疆協鑫新能源材料科技有限公司) (“ Xinjiang GCL ”) in relation to the sale of the 31.5% of the equity interests in Xinjiang GCL New Energy Materials Technology Co., Ltd. to Xuzhou Zhongping GCL Industrial Upgrading Equity Investment Fund LLP;
(vi) the Nanzhao Finance Lease Agreements dated 9 August 2019 enter into between GNE Group and China Resources Leasing Co., Ltd. (華潤租賃有限公司) (“ CR Leasing ”) pursuant to which (i) CR Leasing shall purchase the Nanzhao Leased Assets from Nanzhao Xinli Photovoltaic Power Co., Ltd. (南召鑫力光伏電力有限公司) (“ Nanzhao Xinli ”) at an aggregate consideration of RMB332,000,000 payable in two instalments; and (ii) following the acquisition, CR Leasing, as the lessor, shall lease the Nanzhao Leased Assets to Nanzhao
II-6 -

APPENDIX II

GENERAL INFORMATION

Xinli, as the lessee, for a term of 10 years at an aggregated estimated rent of RMB497,856,000. In addition, pursuant to the Nanzhao Finance Lease Agreements, Nanzhao Xinli shall pay CR Leasing a finance lease handling fee of RMB13,280,000;

(vii) the cooperation framework agreement dated 18 November 2019 entered into between GNE and China Huaneng Group, regarding the Company’s disposal of (i) certain solar power plants in the PRC; or (ii) certain project companies of the Group which operate those power plants to China Huaneng Group or its designated party;
(viii) the series of six share purchase agreements dated 21 January 2020 entered into between Suzhou GCL New Energy and Ningxia GCL New Energy as sellers, GCL Group Limited (協鑫集團有限公司) (“ GCL Group ”) as guarantor and Huaneng No. 1 Fund and Huaneng No. 2 Fund as purchasers in relation to, among others, (i) the sale and purchase of the entire equity interest in Yuganxian GCL New Energy Co., Ltd. (余干縣協鑫新能源有限責任公司), Ningxia Jinxin Photovoltaic Power Co., Ltd. (寧夏金信光伏電力有限公司), Ningxia Lvhao Photovoltaic Power Generation Co., Ltd. (寧夏綠昊光伏發電有限公司), Hami Orui Photovoltaic Power Generation Co., Ltd. (哈密歐瑞光伏發電有限公司), Hami Yaohui Photovoltaic Power Co., Ltd. (哈密耀輝光伏電力有限公司) and Ningxia Jinli Photovoltaic Power Co., Ltd. (寧夏金禮光伏電力有限公司) (the “ Huaneng First Phase Target Companies* ”) at a total consideration of RMB850,500,000; and (ii) the grant of put options to Huaneng No. 1 Fund and Huaneng No. 2 Fund;
(ix) the second supplemental agreement dated 17 March 2020 entered into between Jiangsu Zhongneng, Konca Solar Cell Co., Ltd. (高佳太陽能股份有限公司) and Tianjin Zhonghuan Semiconductor Co., Ltd. (天津中環半導體股份有限公司) in relation to the capital increase of Inner Mongolia Zhonghuan GCL Solar Material Co., Ltd. (內蒙古中環協鑫光伏材料有限公司);
(x) the placing agreement dated 16 June 2020 entered into between the Company and CCB International Capital Limited (“ CCBI ”), in relation to the placing of 1,300,000,000 new Shares under the general mandate, with proceeds amounting to approximately HK$260 million;
(xi) the share purchase agreement dated 29 June 2020 entered into between Suzhou GCL New Energy as seller and CDB New Energy as purchaser in relation to disposal of 75% equity interest in one subsidiary of the Company at a total consideration of RMB136,624,000;
(xii) the supplemental agreement dated 24 September 2020 entered into between Sino IC Leasing Co., Ltd. (芯鑫融資租賃有限責任公司) (“ Sino IC Leasing ”) as lessor and Jiangsu GCL Silicon Material Technology Development Co., Ltd. (江蘇協鑫硅材料科技發展有限公司) as lessee in relation to the amendment and supplement of certain terms and conditions of the initial finance lease agreements;
(xiii) the series of six share purchase agreements dated 29 September 2020 entered into between Suzhou GCL New Energy, Changzhou Zhonghui Photovoltaic Technology Co., Ltd.* (常州中暉光伏科技有限公司) and Ningxia GCL New Energy as sellers, GCL Group as guarantor and Huaneng No. 1 Fund and Huaneng No. 2 Fund as purchasers in relation to, among others, (i)
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APPENDIX II

GENERAL INFORMATION

the sale and purchases of the entire equity interest in Baotou Shi Zhong Li Photovoltaic Co., Ltd. (包頭市中利騰暉光伏發電有限公司), Qi County GCL New Energy Co., Ltd. (淇縣協鑫新能源有限公司), Ningxia Zhongwei GCL Photovoltaic Power Co., Ltd. (寧夏中衛協鑫光伏電力有限公司), Huixian Shi GCL Photovoltaic Power Co., Ltd. (輝縣市協鑫光伏電力有限公司), Ruyang GCL New Energy Co., Ltd. (汝陽協鑫新能源有限公司) and Hubei Macheng Jinfu Solar Energy Co., Ltd. (湖北省麻城市金伏太陽能電力有限公司) (the “ Huaneng Second Phase Target Companies ”) at a total consideration of RMB576,001,213; and (ii) the grant of put options to Huaneng No. 1 Fund and Huaneng No.2 Fund;

(xiv) the share purchase agreements dated 16 November 2020 entered into between Suzhou GCL Energy and Anhui GCL New Energy Investment Co., Ltd. (安徽協鑫新能源投資有限公司) (“ Anhui GCL New Energy ”) (as the sellers) and Xuzhou State Investment & Environmental Protection Energy Co., Ltd. (徐州國投環保能源有限公司) (“ Xuzhou State Investment ”) (as the purchaser) in relation to disposal of equity interest in five subsidiaries of the Company and GNE at a total consideration of RMB276,436,993, as detailed in the joint announcement of the Company and GNE dated 16 November 2020;
(xv) the share purchase agreements dated 19 November 2020 entered into between five subsidiaries of the Company and GNE (as the sellers) and Huaneng No. 1 Fund and Huaneng No. 2 Fund (as purchasers) in relation to (i) disposal of the entire equity interest in twelve wholly-owned subsidiaries of the Company, 56.51% equity interest in Yili GCL Energy Limited (伊犁協鑫能源有限公司) and 51% equity interest in Yuncheng Xinhua Energy Development Co,. Ltd. (鄆城鑫華能源開發有限公司) (the “ Huaneng Third Phase Target Companies ”) at a total consideration of RMB666,653,912; and (ii) grant of put options to Huaneng No. 1 Fund and Huaneng No. 2 Fund, as detailed in the joint announcement of the Company and GNE dated 19 November 2020;
(xvi) the share purchase agreement dated 20 November 2020 entered into between Suzhou GCLPoly Solar Energy Investment Ltd. (蘇州保利協鑫光伏電力投資有限公司) (“ Suzhou GCLPoly ”) and Zhenfa New Energy Technology Co., Ltd. (振發新能源科技有限公司) (“ Zhenfa New Energy ”) (as the sellers), Hunan Xinhua Water Conservancy and Electric Power Co., Ltd. (湖南新華水利電力有限公司) (“ Hunan Xinhua ”) and Jia Wei (Shanghai) Photovoltaic Power Co., Ltd. (珈偉（上海）光伏電力有限公司) (“ Jia Wei Shanghai ”) (as the purchasers) and Jiangsu Zhenfa Holding Group Co., Ltd. (江蘇振發控股集團有限公司) (as the guarantor of Zhenfa New Energy) in relation to, among others, disposal of 51% equity interest in Ningxia Qingyang New Energy Co., Ltd. (寧夏慶陽新能源有限公司) to Hunan Xinhua at a consideration of RMB178,500,000, as detailed in the announcement of the Company dated 20 November 2020;
(xvii) the share purchase agreements dated 22 November 2020 entered into between Suzhou GCL Energy and Anhui GCL New Energy (as the sellers) and Xuzhou State Investment (as the purchaser) in relation to disposal of equity interest in five subsidiaries of the Company and GNE (“ Xuzhou Second Phase Target Companies ”) at a total consideration of RMB312,728,221, as detailed in the joint announcement of the Company and GNE dated 22 November 2020;
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APPENDIX II

GENERAL INFORMATION

(xviii) the share purchase agreement dated 2 December 2020 entered into between Jiangsu Zhongneng and Apex Investment Holdings Limited (傲峰投資控股有限公司) (as the sellers) and Zhejiang Qixin Technology Limited* (浙江齊芯科技有限責任公司) (as the purchaser) in relation to the disposal of approximately 2.8% and 3.2% equity interest in Sino IC Leasing at a total consideration of RMB727,878,881;
(xix) the share purchase agreement dated 4 December 2020 entered into between Suzhou GCL New Energy as seller and Beijing United Rongbang as purchaser in relation to disposal of 99.2% equity interest in one subsidiary of the Company at a total consideration of RMB211,100,000;
(xx) the share purchase agreements dated 10 December 2020 entered into between 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) (as the sellers) 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) (“ Weining Energy ”) as the purchaser in relation to disposal of 70.36% equity interest in Qinzhou Xin Jin Solar Power Co., Ltd. (欽州鑫金光伏電力有限公司), 67.95% equity interest in Shanglin GCL Solar Power Co., Ltd. (上林協鑫光伏電力有限公司), the entire equity interest in Nanning Jinfu Electric Power Co., Ltd. (南寧金伏電力有限公司) and the entire equity interest in Hainan Tianlike New Energy Project Investment Co., Ltd. (海南天利科新能源項目投資有限公司) at a total consideration of RMB291,300,000;
(xxi) the share purchase agreements dated 23 December 2020 entered into between Suzhou GCLPoly (as the seller) and Hunan Xinhua (as the purchaser) in relation to, among others, disposal of 80% equity interest in each of Baoying Xingneng Renewable Energy Co., Ltd. (寶應興能可再生能源有限公司), Ningxia Hengyang New Energy Co., Ltd. (寧夏恒陽新能源有限公司) and Funing Xinneng Solar Energy Co., Ltd.* (阜寧新能光伏電力有限公司) to Hunan Xinhua at a consideration of RMB140,479,480, as detailed in the announcement of the Company dated 23 December 2020;
(xxii) the placing agreement dated 29 December 2020 entered into between Elite Time Global Limited (傑泰環球有限公司) (“ Elite Time Global ”) (as the seller) and Shun Loong Securities Company Limited (順隆證券行有限公司) and Pinestone Securities Limited (鼎石證券有限公司) (as the joint placing agents) in relation to the placing of up to 638,298,000 placing shares at the placing price of HK$0.235 per placing share on a best effort basis, with proceeds amounting to approximately HK$145 million, as detailed in the joint announcement of the Company and GNE dated 29 December 2020;
(xxiii) the share purchase agreement dated 30 December 2020 entered into between Suzhou GCL-Poly (as the seller) and Hunan Xinhua (as the purchaser) in relation to, among others, disposal of 51% equity interest in Huocheng Xian Tukai New Energy Technology Development Co., Ltd.* (霍城縣圖開新能源科技開發有限公司) to Hunan Xinhua at a consideration of RMB40,290,000, as detailed in the announcement of the Company dated 30 December 2020;
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APPENDIX II

GENERAL INFORMATION

(xxiv) the placing agreement dated 14 January 2021 entered into between the Company and UBS AG Hong Kong Branch, CCBI and Haitong International Securities Company Limited (as the placing agents) in relation to the placing of up to a total of 3,900,000,000 new Shares under general mandate, with maximum possible proceeds amounting to approximately HK$4.148 billion;
(xxv) the share purchase agreement dated 29 January 2021 entered into between Inner Mongolia Yuanhai New Energy Co., Ltd. (內蒙古源海新能源有限責任公司) (as the seller) and Beijing United Rongbang (as the purchaser) in relation to disposal of the entire equity interest in Wula Tehouqi Yuanhai New Energy Co., Ltd. (烏拉特後旗源海新能源有限責任公司) at a total consideration of RMB52,550,000;
(xxvi) the amended and restated restructuring support agreement dated 5 February 2021 entered into by GNE and certain subsidiaries of the Company and GNE which provide unconditional and irrevocable guarantees to secure GNE’s obligations under certain notes issued by GNE, as detailed in the joint announcements of the Company and GNE dated 23 December 2020, 12 January 2021, 26 January 2021, 1 February 2021, 5 February 2021, 7 February 2021 and 9 February 2021;
(xxvii) the placing agreement dated 10 February 2021 entered into between the Company, Elite Time Global, UBS AG Hong Kong Branch, CCBI and Haitong International Securities Company Limited (as the placing agents) in relation to the placing of up to a total of 2,000,000,000 shares of GNE held by Elite Time Global, with maximum possible proceeds amounting to approximately HK$910 million;
(xxviii) the equity transfer agreement dated 26 February 2021 entered into between Jiangsu Zhongneng (as the seller) and the Leshan Zhongping Polysilicon Photovoltaic Information Industry Investment Fund Partnership (Limited Partnership) (樂山市仲平多晶硅光電信息產業基金合夥企業（有限合夥）) (“ Leshan Fund ”) (as the purchaser) in relation to (i) the disposal of 86.67% equity interest in Leshan Sumin New Energy Technology Co., Ltd. (樂山蘇民新能源科技有限公司) at a nominal consideration of RMB1.00 and (ii) the grant of put option to the Leshan Fund;
(xxix) the capital increase agreement dated 26 February 2021 entered into between Jiangsu Zhongneng, the Leshan Fund, Leshan Guangyang Technology Development Partnership (Limited Partnership) (樂山光揚科技開發合夥企業（有限合夥)) (“ Leshan Guangyang* ”) and Leshan Sumin, pursuant to which the Leshan Fund and Jiangsu Zhongneng agreed to increase their subscribed contribution to the registered capital of Leshan Sumin from RMB1.3 billion to RMB1.9 billion and from RMB200 million to RMB1 billion respectively, and Leshan Guangyang agreed to commit to a contribution to the registered capital of Leshan Sumin of RMB245 million;
(xxx) the shareholders’ agreement dated 26 February 2021 entered into between Jiangsu Zhongneng, the Leshan Fund and Leshan Sumin in relation to, among others, the composition of the board of directors and supervisory board of Leshan Sumin and pre-emptive rights of Leshan Fund;
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APPENDIX II

GENERAL INFORMATION

(xxxi) the acting in concert agreement dated 26 February 2021 entered into between Jiangsu Zhongneng and the Leshan Fund to agree on acting in concert when dealing with affairs related to Leshan Sumin requiring consideration and approval by shareholders at general meetings;
(xxxii) the Three Gorges First Phase Share Purchase Agreements dated 31 March 2021 in relation to the Three Gorges First Phase Disposals at a total consideration of approximately RMB364,650,000;
(xxxiii) the Three Gorges Second Phase Share Purchase Agreements dated 1 April 2021 in relation to the Three Gorges Second Phase Disposals at a total consideration of approximately RMB1,250,207,400;
(xxxiv) the Second Phase Share Purchase Agreements dated 26 April 2021 at a total consideration of RMB146,950,300;
(xxxv) the Third Phase Share Purchase Agreements dated 30 April 2021 at a total consideration of RMB310,210,800; and
(xxxvi) the Yongcheng Xin Neng Share Purchase Agreement in relation to the Yongcheng Xin Neng Disposal at a consideration of RMB193,000,000.

7. CLAIMS AND LITIGATION

Elite Time Global had been notified in May 2021 of the purported forfeiture and disposal of 865,100,000 shares in GNE held by Elite Time Global (the “ Pledged Shares ”) by an independent third party lender of the Company (the “ Lender ”). The Company is seeking legal advice on the Lender’s purported exercise of its security interests over the Pledged Shares, and considering all available legal remedies. For further details of the purported forfeiture and disposal of the Pledged Shares, please refer to the announcement of the Company dated 21 May 2021.

As at the Latest Practicable Date, saved as disclosed above, no member of the Group was engaged in any litigation, arbitration or claim of material importance and no litigation, arbitration or claim of material importance was known to the Directors to be pending or threatened against any member of the Group.

8. GENERAL

(i) The registered office of the Company is situated at Cricket Square, Hutchins Drive P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands.
(ii) The principal place of business of the Company in Hong Kong is situated at Unit 1703B-1706, Level 17, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong.
(iii) The branch share registrar and transfer office of the Company is Tricor Investor Services Limited situated at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong.
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GENERAL INFORMATION

APPENDIX II

(iv) The company secretary of the Company is Mr. Yeung Man Chung, Charles, who is a member of The Hong Kong Institute of Certified Public Accountants and The Australian Society of Certified Practising Accountants.
(v) In case of inconsistencies, the English texts of this circular shall prevail over the Chinese texts thereof.

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the principal place of business of the Company in Hong Kong at Unit 1703B-1706, Level 17, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong from 9:00 a.m. to 5:30 p.m. on any business day for a period of 14 days from the date of this circular:

(i) the memorandum of association and articles of associations of the Company;
(ii) the interim report of the Company for the six months ended 30 June 2020 and the annual reports of the Company for each of the financial years ended 31 December 2018 and 2019;
(iii) the material contracts referred to in the section headed “Material Contracts” in this appendix;
(iv) the circular of the Company dated 29 April 2020 in relation to, among others, (i) the sale and purchases of the entire equity interest in the Huaneng First Phase Target Companies at a total consideration of RMB850,500,000; and (ii) the grant of put options to Huaneng No. 1 Fund and Huaneng No. 2 Fund;
(v) the circular of the Company dated 4 December 2020 in relation to, among others, (i) the sale and purchases of the entire equity interest in the Huaneng Second Phase Target Companies at a total consideration of RMB576,001,213; and (ii) the grant of put options to Huaneng No. 1 Fund and Huaneng No. 2 Fund;
(vi) the circular of the Company dated 28 December 2020 in relation to, among others, the sale and purchases of certain equity interest in the Xuzhou Second Phase Target Companies at a total consideration of RMB312,728,221 to Xuzhou State Investment;
(vii) the circular of the Company dated 22 January 2021 in relation to, among others, (i) the sale and purchases of certain equity interest in the Huaneng Third Phase Target Companies at a total consideration of RMB666,653,912; and (ii) the grant of put options to Huaneng No. 1 Fund and Huaneng No. 2 Fund;
(viii) the circular of the Company dated 28 May 2021 in relation to, among others, (i) the sale and purchases of certain equity interest in target companies of the Three Gorges Second Phase Disposals at a total consideration of RMB1,250,207,400; and
(ix) this circular.
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AI assistant

GCL Technology Holdings Limited — Proxy Solicitation & Information Statement 2021

50888_rns_2021-05-27_8da477c9-c496-4cbe-a770-eddb5edd49f1.pdf

GCL-POLY ENERGY HOLDINGS LIMITED 保利協鑫能源控股有限公司

MAJOR TRANSACTION DISPOSAL OF SUBSIDIARIES TO STATE POWER INVESTMENT CORPORATION GUIZHOU JINYUAN WEINING ENERGY CO., LTD. AND GUANGDONG JINYUAN NEW ENERGY CO., LTD.

PRECAUTIONARY MEASURES FOR THE EGM

CONTENTS

PRECAUTIONARY MEASURES FOR THE EGM

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

GCL-POLY ENERGY HOLDINGS LIMITED 保利協鑫能源控股有限公司

To the Shareholders

MAJOR TRANSACTION DISPOSAL OF SUBSIDIARIES TO STATE POWER INVESTMENT CORPORATION GUIZHOU JINYUAN WEINING ENERGY CO., LTD.*

AND GUANGDONG JINYUAN NEW ENERGY CO., LTD.*

1. INTRODUCTION

Second Phase Disposals

LETTER FROM THE BOARD

Net asset value of each of the target companies to be disposed under the Second Phase Disposals

Factors considered by the Directors in determining the negative consideration of Ceheng Precision

(a) Weak cash flow and high indebtedness position

(b) Operation risk

(c) Low profit margin

LETTER FROM THE BOARD

Third Phase Disposals

2. THE THIRD PHASE SHARE PURCHASE AGREEMENTS

Date

Parties

Subject Matter

Consideration

Basis of the Consideration

LETTER FROM THE BOARD

LETTER FROM THE BOARD

Payment Arrangements of the Consideration

LETTER FROM THE BOARD

Payment arrangement of the Amount Payable

Other Undertakings by the Sellers

LETTER FROM THE BOARD

Other Undertakings by the Purchasers

Conditions Precedent

Transition Period Arrangement

Closing

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

The Group

The GNE Group

Guizhou GCL New Energy

Suzhou GCL New Energy

LETTER FROM THE BOARD

4. INFORMATION ON THE PURCHASERS

LETTER FROM THE BOARD

5. INFORMATION ON THE TARGET COMPANIES

Third Phase Share

Information on the Target Companies

LETTER FROM THE BOARD

6. FINANCIAL IMPACT OF THE DISPOSALS

7. USE OF PROCEEDS FROM THE TRANSACTIONS

Indebtedness repayable within one year

8. REASONS AND BENEFITS OF THE TRANSACTIONS

LETTER FROM THE BOARD

LETTER FROM THE BOARD

LETTER FROM THE BOARD

LETTER FROM THE BOARD

9. LISTING RULES IMPLICATIONS

LETTER FROM THE BOARD

10. EGM

11. RECOMMENDATION

12. CONTINUED SUSPENSION OF TRADING

13. ADDITIONAL INFORMATION

Zhu Gongshan

1. FINANCIAL INFORMATION OF THE GROUP

2. STATEMENT OF INDEBTEDNESS AND CONTINGENT LIABILITIES OF THE GROUP

3. WORKING CAPITAL STATEMENT

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

4. MATERIAL ADVERSE CHANGE

5. FINANCIAL AND TRADING PROSPECTS

1. RESPONSIBILITY STATEMENT

GCL Technology Holdings Limited Proxy Solicitation & Information Statement 2021