GCL TECHNOLOGY HOLDINGS LIMITED Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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)
ISSUE OF 2015 FIRST TRANCHE CORPORATE BONDS OF RMB700,000,000 BY A SUBSIDIARY
The Board is pleased to announce that on 27 October 2015, Jiangsu Zhongneng, a wholly- owned subsidiary of the Company, issued the non-public 2015 First Tranche Corporate Bonds in the principal amount of RMB700,000,000 due 2018 in the PRC to qualified investors.
The estimated net proceeds of the Bonds Issue, after deduction of underwriting commissions and other estimated expenses, will amount to approximately RMB693,000,000. It is intended to use the net proceeds from the Bonds Issue as Jiangsu Zhongneng's general working capital.
Procedures will be taken by Jiangsu Zhongneng to effect the trading of the 2015 First Tranche Corporate Bonds on the fixed income electronic platform of the Shanghai Stock Exchange.
INTRODUCTION
The Board is pleased to announce that on 27 October 2015, Jiangsu Zhongneng, a wholly- owned subsidiary of the Company, issued the non-public 2015 First Tranche Corporate Bonds in the principal amount of RMB700,000,000 (equivalent to approximately HK$854,000,000) due 2018 in the PRC to qualified investors.
Jiangsu Zhongneng, incorporated in the PRC, is a wholly-owned subsidiary of the Company. Its principal activity is to manufacture and sale of polysilicon.
PRINCIPAL TERMS OF THE 2015 FIRST TRANCHE CORPORATE BONDS
Bonds Issued
On 27 October 2015, Jiangsu Zhongneng issued the non-public 2015 First Tranche Corporate Bonds in the principal amount of RMB700,000,000, which will reach maturity on 23 October 2018.
Issue Price
The issue price of the 2015 First Tranche Corporate Bonds is 100% of its principal amount.
Guarantee
No guarantee was provided under the 2015 First Tranche Corporate Bonds.
Interest
The 2015 First Tranche Corporate Bonds will bear interest at a rate of 7.5% per annum, which is payable annually. The interest commencement date is 23 October 2015. The last interest payment will be paid together with the principal upon maturity.
Option to Adjust Interest
Jiangsu Zhongneng has the option to adjust upward the annual interest rate upon the end of two years from 23 October 2015.
Option to Resell
Any investors of the Corporate Bonds has the option to resell the Corporate Bonds held by them to Jiangsu Zhongneng upon the end of two years from 23 October 2015.
Maturity Date
23 October 2018 or 23 October 2017 if the option for resale is selected by the investors (it will be postponed to the next working day should it be an official public holiday in the PRC).
Reason for the Bonds Issue
The Bonds Issue would help to provide additional fund for general working capital.
Proposed use of proceeds
The estimated net proceeds of the Bonds Issue, after deduction of underwriting commissions and other estimated expenses, will amount to approximately RMB693,000,000 (equivalent to approximately HK$845,500,000). The Company intends to use the net proceeds from the 2015 First Tranche Corporate Bonds as Jiangsu Zhongneng's general working capital.
Listing
On 18 June 2015, the Shanghai Stock Exchange issued a notice to Jiangsu Zhongneng notifying that the terms of the proposed non-public issue of not more than RMB1,500,000,000 bonds by Jiangsu Zhongneng to qualified investors have fulfilled the trading conditions of the Shanghai Stock Exchange and that it has no-objection to the trading of such proposed issue. Procedures will be taken by Jiangsu Zhongneng to effect the trading of the 2015 First Tranche Corporate Bonds on the fixed income electronic platform of the Shanghai Stock Exchange.
DEFINITIONS
In this announcement, unless the context requires otherwise, the following expressions have the following meanings:
''2015 First Tranche Corporate Bonds''
the bonds in the principal amount of RMB700,000,000 issued on 27 October 2015
''Board'' the board of Directors
''Company'' GCL-Poly Energy Holdings Limited, a company incorporated in the Cayman Islands with limited liability, whose shares are listed on the main board of the Stock Exchange
''Director(s)'' director(s) of the Company
''Hong Kong'' the Hong Kong Special Administrative Region of the PRC
''Jiangsu Zhongneng'' 江蘇中能硅業科技發展有限公司 (Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd.*), a limited company incorporated in the PRC
''Bonds Issue'' the issue of the 2015 First Tranche Corporate Bonds
''PRC'' the People's Republic of China excluding, for the purpose of this announcement, Hong Kong, the Macao Special Administrative Region of the PRC and Taiwan area
''RMB'' Renminbi, the lawful currency of the PRC ''Stock Exchange'' The Stock Exchange of Hong Kong Limited
This announcement contains translations between Renminbi and Hong Kong dollar amounts at RMB1= HK$1.22, being the exchange rate prevailing on 27 October 2015. The translations should not be taken as a representation that the Renminbi could actually be converted into Hong Kong dollars at that rate or at all.
By order of the Board
GCL-Poly Energy Holdings Limited Zhu Gongshan
Chairman
Hong Kong, 27 October 2015
As at the date of this announcement, the Board comprises Mr. Zhu Gongshan (Chairman), Mr. Ji Jun, Mr. Zhu Yufeng, Mr. Yeung Man Chung, Charles and Mr. Zhu Zhanjun as executive directors; Mr. Shu Hua as a non-executive director; Ir. Dr. Raymond Ho Chung Tai, Mr. Yip Tai Him and Dr. Shen Wenzhong as independent non-executive directors.
* for identification purpose only
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