GCL Poly Energy : Announcements and Notices - Discloseable Transaction with Cinda Financial Leasing Co., Ltd

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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)

GCL New Energy Holdings Limited

協鑫新能源控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock code: 451)

DISCLOSEABLE TRANSACTION WITH CINDA FINANCIAL LEASING CO., LTD

On 19 January 2017 (after trading hours), the GNE Group entered into the Ruzhou Finance Lease Agreements, pursuant to which (i) Cinda Financial Leasing shall purchase from Nanjing GCL New Energy (an indirect subsidiary of GCL-Poly and an indirect wholly-owned subsidiary of GNE) the Ruzhou Leased Assets at a consideration of RMB504,523,164.36 (equivalent to approximately HK$570,716,603.52) and (ii) following the acquisition, Cinda Financial Leasing as lessor shall lease the Ruzhou Leased Assets to Ruzhou GCL (an indirect subsidiary of GCL-Poly and an indirect wholly-owned subsidiary of GNE) as lessee for a term of 8 years at an aggregate estimated rent of RMB538,005,073.40 (equivalent to approximately HK$608,591,339.03). In addition, pursuant to the Ruzhou Finance Lease Agreements, Ruzhou GCL agreed to pay Cinda Financial Leasing a finance lease service fee of RMB21,072,000.00 (equivalent to approximately HK$23,836,646.40).

In addition, the GNE Group entered into the following agreements with Cinda Financial Leasing in the past 12 months ("Past Finance Lease Agreements"):

1. the Taigu Finance Lease Agreements, pursuant to which (i) Cinda Financial Leasing had purchased from Taigu Fengguang (an indirect subsidiary of GCL-Poly and an indirect wholly-owned subsidiary of GNE) the Taigu Leased Assets at a consideration of RMB120,000,000.00 (equivalent to approximately HK$135,744,000.00) and (ii) following the acquisition, Cinda Financial Leasing as lessor had leased the Taigu Leased Assets to Taigu Fengguang as lessee for a term of 8 years at an aggregate estimated rent of RMB147,000,786.76 (equivalent to approximately HK$166,287,289.98). In addition, pursuant to the Taigu Finance Lease Agreements, Taigu Fengguang agreed to pay Cinda Financial Leasing a finance lease service fee of RMB5,760,000.00 (equivalent to approximately HK$6,515,712.00);

2. the Shanggao Finance Lease Agreements, pursuant to which (i) Cinda Financial Leasing had purchased from Shanggao County Lifeng (an indirect subsidiary of GCL-Poly and an indirect wholly-owned subsidiary of GNE) the Shanggao Leased Assets at a consideration of RMB120,000,000.00 (equivalent to approximately HK$135,744,000.00) and (ii) following the acquisition, Cinda Financial Leasing as lessor had leased the Shanggao Leased Assets to Shanggao County Lifeng as lessee for a term of 8 years at an aggregate estimated rent of RMB147,062,890.23 (equivalent to approximately HK$166,357,541.43). In addition, pursuant to the Shanggao Finance Lease Agreements, the GNE Group agreed to pay Cinda Financial Leasing a finance lease service fee of RMB5,760,000.00 (equivalent to approximately HK$6,515,712.00);

3. the Meng Finance Lease Agreements, pursuant to which (i) Cinda Financial Leasing had purchased from Meng County Puyang (an indirect subsidiary of GCL-Poly and an indirect subsidiary of GNE) the Meng Leased Assets at a consideration of RMB180,000,000.00 (equivalent to approximately HK$203,616,000.00) and (ii) following the acquisition, Cinda Financial Leasing as lessor had leased the Meng Leased Assets to Meng County Puyang as lessee for a term of 8 years at an aggregate estimated rent of RMB220,594,335.35 (equivalent to approximately HK$249,536,312.15). In addition, pursuant to the Meng Finance Lease Agreements, the GNE Group agreed to pay Cinda Financial Leasing a finance lease service fee of RMB8,640,000.00 (equivalent to approximately HK$9,773,568.00);

4. the Anfu Finance Lease Agreements, pursuant to which (i) Cinda Financial Leasing had purchased the Anfu Leased Assets from Anfu GCL (an indirect subsidiary of GCL-Poly and an indirect wholly-owned subsidiary of GNE) at a consideration of RMB100,000,000.00 (equivalent to approximately HK$113,120,000.00) and (ii) following the acquisition, Cinda Financial Leasing had leased the Anfu Leased Assets to Anfu GCL at an aggregate estimated rent of RMB118,257,935.80 (equivalent to approximately HK$133,773,376.98) for a term of 6 years, commencing from the date that the consideration for the Anfu Leased Assets is paid by Cinda Financial Leasing. In addition, pursuant to the Anfu Finance Lease Agreements, the GNE Group agreed to pay Cinda Financial Leasing a finance lease service fee of RMB3,600,000.00 (equivalent to approximately HK$4,072,320.00); and

5. the Ningxia Finance Lease Agreements, pursuant to which (i) Cinda Financial Leasing had purchased the Ningxia Leased Assets from Ningxia Haoneng and Nanjing GCL New Energy at an aggregate consideration of RMB100,000,000.00 (equivalent to approximately HK$113,120,000.00) and (ii) following the acquisition, Cinda Financial Leasing had leased the Ningxia Leased Assets to Ningxia Green (an indirect subsidiary of GCL-Poly and an indirect subsidiary of GNE) at an aggregate estimated rent of RMB104,543,308.62 (equivalent to approximately HK$118,259,390.71) for a term of 1.5 years, commencing from the date that the consideration for the Ningxia Leased Assets is paid by Cinda Financial Leasing. In addition, pursuant to the Ningxia Finance Lease Agreements, the GNE Group agreed to pay Cinda Financial Leasing a finance lease service fee of RMB1,500,000.00 (equivalent to approximately HK$1,696,800.00).

LISTING RULE IMPLICATIONS GCL-Poly

As none of the applicable percentage ratios in respect of the Past Finance Lease Agreements (on their own) exceeded 5% for GCL-Poly, the entering into of the Past Finance Lease Agreements did not constitute a discloseable transaction for GCL-Poly under Chapter 14 of the Listing Rules.

As the Past Finance Lease Agreements were entered into with Cinda Financial Leasing within a 12-month period prior to and inclusive of the date of the Ruzhou Finance Lease Agreements, the Ruzhou Finance Lease Agreements and the Past Finance Lease Agreements will be aggregated as a series of transactions for GCL-Poly pursuant to Rule 14.22 of the Listing Rules.

As one or more of the applicable percentage ratios in respect of the Ruzhou Finance Lease Agreements and the Past Finance Lease Agreements (in aggregate) exceeds 5% but is less than 25% for GCL-Poly, the entering into of the Ruzhou Finance Lease Agreements and the Past Finance Lease Agreements, in aggregate, constitutes a discloseable transaction of GCL-Poly and GCL-Poly shall comply with the reporting and announcement requirements under Chapter 14 of the Listing Rules.

GNE

As one or more of the applicable percentage ratios in respect of the Ruzhou Finance Lease Agreements exceeded 5% but is less than 25% for GNE, the entering into of the Ruzhou Finance Lease Agreements (on its own) constitutes a discloseable transaction for GNE and GNE shall comply with the reporting and announcement requirements under Chapter 14 of the Listing Rules.

As none of the applicable percentage ratios in respect of the Taigu Finance Lease Agreements exceeded 5% for GNE, the entering into of the Taigu Finance Lease Agreements (on its own) did not constitute a discloseable transaction for GNE under Chapter 14 of the Listing Rules.

As disclosed in GNE's announcement dated 7 December 2016, the entering into of the Shanggao Finance Lease Agreements, the Meng Finance Lease Agreements, the Anfu Finance Lease Agreements and the Ningxia Finance Lease Agreements ("Previously Announced Finance Lease Agreements") (in aggregate) constituted a discloseable transaction for GNE under Chapter 14 of the Listing Rules.

As the Past Finance Lease Agreements were entered into with Cinda Financial Leasing within a 12-month period prior to and inclusive of the date of the Ruzhou Finance Lease Agreements, the Ruzhou Finance Lease Agreements and the Past Finance Lease Agreements will be aggregated as a series of transactions for GNE pursuant to Rule 14.22 of the Listing Rules.

The entering into of the Ruzhou Finance Lease Agreements and the Past Finance Lease Agreements (in aggregate) did not trigger a higher classification of a major transaction for GNE under Chapter 14 of the Listing Rules.

1. PRINCIPAL TERMS OF THE RUZHOU FINANCE LEASE AGREEMENTS
2. Date 19 January 2017
3. Parties (1) Seller: Nanjing GCL New Energy

4. Lessee: Ruzhou GCL

5. Purchaser and lessor: Cinda Financial Leasing

6. The Ruzhou Finance Lease

Pursuant to the Ruzhou Sale and Purchase Agreement and the Ruzhou Finance Lease, (i) Cinda Financial Leasing shall purchase the Ruzhou Leased Assets from Nanjing GCL New Energy at a consideration of RMB504,523,164.36 (equivalent to approximately HK$570,716,603.52), of which RMB439,000,000.00 (equivalent to approximately HK$496,596,800.00) shall be payable by Cinda Financial Leasing and the remainder shall be payable by Ruzhou GCL to Nanjing GCL New Energy, and (ii) following the acquisition, Cinda Financial Leasing shall lease the Ruzhou Leased Assets to Ruzhou GCL at an aggregate estimated rent of RMB538,005,073.40 (equivalent to approximately HK$608,591,339.03) for a term of 8 years, commencing from the date that the Ruzhou Leased Assets are delivered to Ruzhou GCL from Nanjing GCL New Energy. Cinda Financial Leasing shall pay the relevant part of the consideration to Nanjing GCL New Energy in two instalments:

1. RMB395,100,000.00 (equivalent to approximately HK$446,937,120.00) shall be paid within 30 days after signing of the Ruzhou Sale and Purchase Agreement and the Ruzhou Finance Lease, provided that the following conditions are satisfied: (i) Cinda Financial Leasing having received the corresponding portion of the finance lease service fee and the Ruzhou Security Deposit payable by Ruzhou GCL under the Ruzhou Finance Lease; (ii) Cinda Financial Leasing having received documents confirmed jointly by Ruzhou GCL, the project construction party and the project supervision party in relation to the delivery of Ruzhou Leased Assets; and (iii) Cinda Financial Leasing having received a notice of payment issued by Nanjing GCL New Energy; and

2. the remaining RMB43,900,000.00 (equivalent to approximately HK$49,659,680.00) shall be paid within 12 months after all the Ruzhou Leased Assets have been delivered to the project site, provided that the following conditions are satisfied: (i) Cinda Financial Leasing having received the corresponding portion of the finance lease service fee and the Ruzhou Security Deposit payable by Ruzhou GCL under