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ESTABLISHMENT OF INVESTMENT FUND WITH TAIPING FINANCIAL HOLDINGS
2017-11-21

(21 November 2017, Hong Kong) The GCL New Energy Holding Limited(“GCL New Energy” or the “Company”, Stock Code: 451.HK) Board and GCL-Poly Energy Holding Limited(“GCL-Poly”,

Stock Code: 3800.HK)Board are pleased to announce that GNE and Taiping Financial Holdings entered into the Co-operation Framework Agreement on 20 November 2017, pursuant to which Taiping Financial Holdings agreed that it or its affiliate companies will lead the establishment of an investment fund with a fund size of approximately HKD8,000 million, for the purpose of investing in GNE by way of subscription of new GNE Shares and convertible bonds. The number of new GNE Shares to be subscribed will represent less than 30% of the issued share capital of GNE as enlarged by the subscription shares. The conversion price for the convertible bonds will be subject to further discussions by the parties.

Upon establishment of the investment fund, Taiping Financial Holdings or its affiliate companies will act as the manager of the fund, providing management services to the fund.

The GNE Directors are of the view that the Possible Subscription can bring in a group of investors with strong financial background, and (i) raise a substantial amount of additional funds for GNE as well as to enhance the shareholder base of GNE; (ii) improve the financial and liquidity position of the GNE Group; and (iii) provide GNE with the financial flexibility necessary for the GNE Group’s future business development and the capability to capture any prospective investment opportunities as and when the same arise. This cooperation represents the equity market’s recognition on our company’s long term investment value in the industry.

In the premises, the GNE Directors are of the view that the Possible Subscription is in the interests of GNE and the GNE Shareholders as a whole. GNE intends to use the funds to be raised from the Possible Subscription to repay its outstanding borrowings, to continue to expand its business in the renewable energy sector and as general working capital.

For the details of the Co-operation Framework Agreement, please refer to the announcement.