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This announcement and the information contained herein does not constitute or form part of an offer to sell securities in the United States. Securities may not be offered or sold in the United States unless registered pursuant to the United States Securities Act 1933, as amended (''Securities Act''), or pursuant to an applicable exemption from such registration requirement. The securities referred to herein have not been and will not be registered under the Securities Act and no public offering of securities will be made in the United States. No money, securities or other consideration is being solicited by this announcement or the information contained herein and, if sent in response to this announcement or the information contained herein, will not be accepted.

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 CONVERTIBLE BONDS BY GCL NEW ENERGY HOLDINGS LIMITED

This announcement is made by the board of directors (the ''Board'') of GCL-Poly Energy
Holdings Limited (the ''Company'') to provide information on the proposed issue of convertible bonds by GCL New Energy Holdings Limited 協鑫新能源控股有限公司 (a
company listed on the Main Board of The Stock Exchange of Hong Kong Limited (the
''Stock Exchange'') with stock code 451, in which the Company indirectly holds 62.28% of the issued share capital) (''GCL New Energy'') pursuant to Rule 13.09(2)(a) of the Rules Governing the Listing of Securities on the Stock Exchange (the ''Listing Rules'') and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). On the date of this
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announcement, the Company was informed by GCL New Energy that GCL New Energy has issued an announcement dated 29 April 2015 (the ''GNE Announcement'') announcing, amongst other things, that:
a. GCL New Energy (the ''Issuer'') had entered into:
(i) a subscription agreement with Talent Legend Holdings Ltd. (''Talent Legend'') (the
''Talent Subscription Agreement''), pursuant to which Talent Legend has conditionally agreed to subscribe for convertible bonds in the principal amount of HK$775,100,000; and
(ii) a subscription agreement with Ivyrock China Focus Master Fund (''Ivyrock'') (the
''Ivyrock Subscription Agreement''), pursuant to which Ivyrock has conditionally agreed to subscribe for convertible bonds in the principal amount of HK$200,000,000,
(the convertible bonds in the aggregate principal amount of HK$975,100,000, the
''Convertible Bonds'').
The completion of the Convertible Bonds issue is subject to customary conditions precedents.
b. the Issuer had appointed Essence International Securities (Hong Kong) Limited as its sole placing agent in respect of the placement of the Convertible Bonds to Talent Legend and Ivyrock;
c. the Convertible Bonds will bear interest at the rate of 6 per cent. per annum, and will mature on the third anniversary of the date of issuance of the Convertible Bonds;
d. based on the initial conversion price of HK$1.20 per conversion share (which is adjustable), 812,583,332 conversion shares will be allotted and issued upon the exercise of the conversion rights attaching to the Convertible Bonds in full, which represent (i) approximately 5.86% of the issued share capital of GCL New Energy as at the date of the GNE Announcement; and (ii) approximately 5.53% of the issued share capital of GCL New Energy as enlarged by the allotment and issue of the conversion shares;
e. the Convertible Bonds are issued subject to certain terms and conditions which also contain customary events of default;
f. no listing of the Convertible Bonds will be sought on the Stock Exchange or any other stock exchange;
g. the Talent Subscription Agreement and the Ivyrock Subscription Agreement may each be terminated (i) upon a material adverse change prior to the completion of the Convertible Bonds issuance; or (ii) by either party any time after 29 July 2015 if any condition precedent has not been satisfied or waived; and
h. the estimated net proceeds of the issue of the Convertible Bonds is intended to be applied in the general operations and project developments of and as investment funds for GCL New Energy.
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Please refer to the GNE Announcement posted on the websites of the Stock Exchange (www.hkexnews.hk) and GCL New Energy (www.gclnewenergy.com) for details of the issuance of the Convertible Bonds.
LISTING RULES IMPLICATION
The issue of the Convertible Bonds constitutes a deemed disposal of a part of the Company's shareholding in GCL New Energy under Rule 14.29 of the Listing Rules as the Company's
62.28% shareholding in GCL New Energy would fall to 58.84%, assuming the Convertible Bonds are converted in full at the initial conversion price of HK$1.20. As none of the applicable percentage ratios in respect of such deemed disposal exceeds 5%, the entering into of the Talent Subscription Agreement and the Ivyrock Subscription Agreement by GCL New Energy does not constitute a notifiable transaction of the Company under Chapter 14 of the Listing Rules.
Shareholders of the Company and potential investor should note that the completion of the Talent Subscription Agreement and Ivyrock Subscription Agreement is subject to fulfillment of certain conditions precedent under the Talent Subscription Agreement and Ivyrock Subscription Agreement respectively. As the proposed issuance of Convertible Bonds may or may not proceed, shareholders of the Company and potential investors are reminded to exercise caution when dealing in the shares of the Company.
By order of the Board
GCL-Poly Energy Holdings Limited
Zhu Gongshan
Chairman
Hong Kong, 29 April 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. Xue Zhongsu and Mr. Yip Tai Him as independent non-executive directors.
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