GCL TECHNOLOGY HOLDINGS LIMITED Dealings in the Shares of the Company and the Rights Shares in their nil-paid form and fully-paid form may be settled through CCASS and you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser for details of those settlement arrangements and how such arrangements may affect your rights and interests. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.
A copy of each of the Prospectus Documents, together with copies of the documents specified in the paragraph headed "Documents delivered to the Registrar of Companies" in Appendix IV to this Prospectus, has been registered with the Registrar of Companies in Hong Kong as required by section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Registrar of Companies in Hong Kong, The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and the Securities and Futures Commission in Hong Kong take no responsibility for the contents of any of these documents.
Shareholders with registered addresses in any territory or jurisdiction outside of Hong Kong and Beneficial Owners (as defined herein) who are resident in any territory or jurisdiction outside of Hong Kong are referred to the important information set out in the sections headed "Non-Qualifying Shareholders". For the entitlement of the PRC Stock Connect Investors to participate in the Rights Issue, please refer to the section headed "Letter from the Board - PRC Stock Connect Investors" in this Prospectus.
Hong Kong Exchanges and Clearing Limited, the Stock Exchange and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Prospectus, 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 Prospectus.
The securities described herein have not been registered under the U.S. Securities Act of 1933, as amended, (the "U.S. Securities Act") or the laws of any state in the United States, and may not be offered or sold within the United States, absent registration or an exemption from the registration requirements of the U.S. Securities Act and applicable state laws. There is no intention to register any portion of the rights issue or any securities described herein in the United States or to conduct a public offering of securities in the United States.
Distribution of this Prospectus into jurisdictions other than Hong Kong may be restricted by law. Persons into whose possession this Prospectus comes should inform themselves of and observe any such restrictions. This Prospectus is not for release, publication or distribution, directly or indirectly, in or into the United States. This Prospectus does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, the Rights Shares in their nil-paid or fully-paid form or to take up any entitlements to the Rights Shares in their nil-paid or fully-paid form in any jurisdiction in which such an offer or solicitation is unlawful. The Prospectus will not been registered or filed under any applicable securities or equivalent legislation of any jurisdictions other than (i) Hong Kong and (ii) the PRC (in accordance with the notice of China Securities and Regulatory Commission "Filing Requirement for Hong Kong Listed Issuers Making Rights Issues to Mainland Shareholders through Shanghai-Hong Kong Stock Connect" (Announcement [2014] No. 48). No action has been taken to permit the offering of the Rights Shares, or the distribution of the Prospectus Documents in any territory or jurisdiction outside of Hong Kong.
保利協鑫能源控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 3800) RIGHTS ISSUE OF 3,097,927,453 RIGHTS SHARES AT HK$1.12 PER RIGHTS SHARE ON THE BASIS OF ONE RIGHTS SHARE FOR EVERY FIVE SHARES HELD ON THE RECORD DATE Underwriter to the Rights IssueThe latest time for acceptance of, and payment for, the Rights Shares is 4:00 p.m. on Wednesday, 20 January 2016. The procedure for acceptance and payment or transfer of the Rights Shares is set out in the section headed "Letter from the Board - Procedures for Acceptance or Transfer" of this Prospectus.
It should be noted that the Underwriting Agreement contains provisions granting Haitong the right, in its absolute discretion, to terminate its obligations thereunder with immediate effect by written notice at any time at or prior to the Latest Time for Termination on the occurrence of certain events including force majeure events. These events are set out in the section headed "Termination of the Underwriting Agreement" on pages 11 to 14 of this Prospectus.
If Haitong exercises such right, the Rights Issue will not become unconditional and the Rights Issue will not proceed. Upon the giving of written notice of termination, all the obligations of Haitong and the Company under the Underwriting Agreement shall cease and no party will have any claim against any other for costs, damages, compensation or otherwise (other than for antecedent breaches) provided that the Company shall remain liable to pay Haitong's reasonable costs, fees and expenses in accordance with the Underwriting Agreement.
The Shares have been dealt in on an ex-rights basis from Tuesday, 29 December 2015. Dealings in the Nil Paid Rights are expected to take place from 9:00 a.m. on Friday, 8 January 2016 to 4:00 p.m. on Friday, 15 January 2016 (both days inclusive). The Rights Issue is conditional upon, among other things, (i) the Underwriting Agreement becoming unconditional and not being terminated; and (ii) the GNE Underwriting Agreement having been entered into and not being terminated. If the Rights Issue does not become unconditional, the Rights Issue will not proceed. Any dealings in the Shares or Nil Paid Rights during the period from the date hereof to the date on which all the conditions to which the Rights Issue is subject are fulfilled, which is currently expected to be 4:00 p.m., Monday, 25 January 2016, will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed.
Any Shareholder or other person contemplating selling or purchasing Shares or Nil Paid Rights during such periods and who are in any doubt about their position are recommended to consult their professional advisers.
6 January 2016
The Rights Issue is conditional upon, among other things, (i) the Underwriting Agreement becoming unconditional and not being terminated; and (ii) the GNE Underwriting Agreement having been entered into and not being terminated. If the Rights Issue does not become unconditional, the Rights Issue will not proceed. It should also be noted that the Shares have been dealt in on an ex-rights basis from Tuesday, 29 December 2015 and that the Rights Shares are expected to be dealt in their nil-paid form from 9:00-
on Friday, 8 January 2016 to 4:00 p.m. Friday, 15 January 2016, (both days inclusive). Such dealings will take place when the conditions of the Rights Issue remain unfulfilled. Any person dealing in the securities of the Company up to the date on which such conditions are fulfilled or waived and any person dealing in the Nil Paid Rights from 9:00 a.m. Friday, 8 January 2016 to 4:00 p.m. on Friday, 15 January 2016 (being the first and last day of dealings in the Nil Paid Rights respectively) will accordingly bear the risk that the Rights Issue may not become unconditional and may not proceed and should exercise caution. Any person dealing or contemplating any dealing in the securities of the Company and/or the Nil Paid Rights during this period who is in any doubt about his or her position is recommended to consult his or her own professional adviser.
EXCEPT AS OTHERWISE SET OUT IN THIS PROSPECTUS, THE RIGHTS ISSUE DESCRIBED IN THIS PROSPECTUS IS NOT BEING MADE TO SHAREHOLDERS, BENEFICIAL OWNERS OR INVESTORS IN ANY TERRITORY OR JURISDICTION OUTSIDE OF HONG KONG (OTHER THAN MACAU). ThisProspectus does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, the Nil Paid Rights or Rights Shares or to take up any entitlements to the Nil Paid Rights or Rights Shares in any jurisdiction in which such an offer or solicitation is unlawful. None of the Nil Paid Rights, the Rights Shares, this Prospectus, the Provisional Allotment Letter and the Excess Application Form will be registered under the securities laws of any territory or jurisdiction outside of Hong Kong and none of the Nil Paid Rights, the Rights Shares, this Prospectus, the Provisional Allotment Letter and the Excess Application Form will qualify for distribution under any of the relevant securities laws of any territory or jurisdiction outside of Hong Kong (other than pursuant to any applicable exceptions as agreed by the Company). Accordingly, the Nil Paid Rights and the Rights Shares may not be offered, sold, pledged, taken up, resold, renounced, transferred or delivered, directly or indirectly, into or within any territory or jurisdiction outside of Hong Kong (other than Macau) absent registration or qualification under the respective securities laws of such territory or jurisdiction, or exemption from the registration or qualification requirement under applicable rules of such territory or jurisdiction.
Shareholders with registered addresses in any territory or jurisdiction outside of Hong Kong and Beneficial Owners who are resident in any territory or jurisdiction outside of Hong Kong are referred to the paragraph of this Prospectus headed "Non-Qualifying Shareholders" under the section headed "Letter from the Board".
Each person acquiring the Nil Paid Rights and/or Rights Shares under the Rights Issue will be required to confirm, or be deemed by his/her/its acquisition of the Nil Paid Rights and/or Rights Shares to confirm, that he/she/it is aware of the restrictions on offers and sales of Nil Paid Rights and/or Rights Shares as described in this Prospectus.
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NOTICE TO PRC STOCK CONNECT INVESTORSFor the avoidance of doubt, the PRC Stock Connect Investors can participate in the Rights Issue through ChinaClear. ChinaClear will provide nominee services for the PRC Stock Connect Investors to (i) sell (in full or in part) their Nil Paid Rights on the Stock Exchange; and/or (ii) subscribe (in full or in part) for their pro-rata entitlement in respect of Shares held on the Record Date at the Subscription Price under the Rights Issue in accordance with the relevant laws and regulations. However, ChinaClear will not support applications by such PRC Stock Connect Investors for excess Rights Shares under the Rights Issue through Shanghai- Hong Kong Stock Connect. The PRC Stock Connect Investors (or the relevant ChinaClear participants as the case may be) whose stock accounts in the ChinaClear are credited with Nil Paid Rights can only sell those Nil Paid Rights on the Stock Exchange under Shanghai-Hong Kong Stock Connect and can neither purchase any Nil Paid Rights nor transfer such Nil Paid Rights to other PRC Stock Connect Investors.
NOTICE TO INVESTORS IN MACAUThe Nil Paid Rights and/or the fully-paid Rights Shares may not be promoted, distributed, sold, delivered or offered to any Macau residents or entities except under the terms of and in compliance with the Macau Financial System Act and any other laws in Macau that may apply to the promotion, distribution, sale, delivery or offer of the Nil Paid Rights and/or the fully-paid Rights Shares in Macau. The Nil Paid Rights and/or the fully-paid Rights Shares are not registered or otherwise authorised for public offer under the Macau Financial System Act, thus may not be promoted, distributed, sold, delivered or offered in Macau, unless such actions are made by credit or other financial institutions duly licensed in Macau and upon their communication to the Macau Monetary Authority.
NOTICE TO INVESTORS IN THE PRC (OTHER THAN A PRC STOCK CONNECT INVESTOR)If a Shareholder resides in the PRC (other than a PRC Stock Connect Investor) and/or any other PRC resident (including both individuals and companies) (other than a PRC Stock Connect Investor) wishes to invest in Nil Paid Rights or fully paid Rights Shares, it shall be responsible for complying with relevant laws of the PRC. The Company will not be responsible for verifying the PRC legal qualification of such Shareholder and/or resident and thus, should the Company suffer any losses and damages due to non-compliance with the relevant laws of the PRC by any such Shareholder and/or resident, the Shareholder and/or other resident shall be responsible to compensate the Company for the same. The Company shall not be obliged to issue the Nil Paid Rights or fully paid Rights Shares to any such Shareholder and/or other resident, if in the Company's absolute discretion issuing the Nil Paid Rights or fully paid Rights Shares to them does not comply with the relevant laws of the PRC.
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NOTICE TO INVESTORS IN THE U.S.This Prospectus may not be circulated, distributed, forwarded, delivered or redistributed, electronically or otherwise, to persons within the United States. The Prospectus Documents do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Rights Shares in both nil-paid and fully-paid forms have not been and will not be registered under the U.S. Securities Act or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with applicable laws.
The Rights Shares in both nil-paid and fully-paid forms and the Prospectus Documents have not been approved or disapproved by the U.S. Securities and Exchange Commission, any securities commission of any state in the United States or any U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Rights Shares in either nil-paid or fully-paid forms, the Prospectus Documents or the accuracy or adequacy of this Prospectus or any of the other Prospectus Documents. There will be no public offer of these Rights Shares in either nil-paid or fully-paid forms in the United States.
The Rights Shares are being offered in reliance on Regulation S under the U.S. Securities Act. Each purchaser or subscriber of the Rights Shares being offered and sold outside the U.S. will be deemed to have represented and agreed, among other things, that the purchaser or subscriber is acquiring the Rights Shares in an offshore transaction meeting the requirements of Regulation S under the U.S. Securities Act.
Each purchaser of Nil Paid Rights or subscriber of Rights Shares will be deemed (by accepting delivery of this Prospectus) to have agreed and given each of the following representations and warranties to the Company and Haitong and to any person acting on their behalf, unless in their sole discretion the Company and Haitong waive such requirement expressly in writing:
he/she/it was a Shareholder as at 5:00 p.m. on the Record Date, or he/she/it lawfully acquired or may lawfully acquire the Nil Paid Rights, directly or indirectly, from such a person;
he/she/it may lawfully be offered, take up, obtain, subscribe for and receive the Nil Paid Rights and/or the Rights Shares in the jurisdiction in which he/she/it resides or is currently located;
he/she/it is not resident or located in, or a citizen of, the U.S.;
he/she/it is not accepting an offer to acquire or take up the Nil Paid Rights or Rights Shares on a non-discretionary basis for a person who is resident or located in, or a citizen of, the U.S. at the time the instruction to accept was given;
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GCL-Poly Energy Holdings Ltd. issued this content on 2016-01-06 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-05 23:58:20 UTC
Original Document: http://gcl-poly.todayir.com/attachment/201601060748401723586645_en.pdf
