2022092201079
2022092201079
2022092201079
Financial Highlights 2
Chairman’s Statement and CEO Review of Operations
and Outlook 3
Management Discussion and Analysis 10
Report on Review of Unaudited Condensed Interim
Consolidated Financial Statements 29
Unaudited Condensed Consolidated Statement of
Profit or Loss and Other Comprehensive Income 31
Unaudited Condensed Consolidated Statement of
Financial Position 33
Unaudited Condensed Consolidated Statement of
Changes in Equity 36
Unaudited Condensed Consolidated Statement of
Cash Flows 39
Notes to the Unaudited Condensed Interim Consolidated
Financial Statements 41
Directors’ and Chief Executive’s Interests and Short Positions
in Shares, Underlying Shares and Debentures 98
Option Schemes 100
Interests and Short Positions of Substantial Shareholders 102
Corporate Governance and Other Information 103
Corporate Information 107
Revenue
Sales of wafer 6,275,113 3,792,447 2,482,666 65.5%
Sales of electricity 506,263 1,984,403 (1,478,140) (74.5%)
Sales of polysilicon 6,883,331 2,110,939 4,772,392 226.1%
Processing fees 1,012,078 669,903 342,175 51.1%
Others* 649,203 245,679 403,524 164.2%
Change % of change
RMB cents RMB cents RMB cents
* Amount includes the sales of ingots, operation and management services income and solar related supporting services income.
30 June 31 December
2022 2021 Change % of change
RMB’000 RMB’000 RMB’000
(unaudited) (audited)
* Amount includes pledged bank deposits, bank balances and cash classified as held for sale of RMB18,000,000 (31 December 2021: RMB
23,000,000).
** Indebtedness includes loans from related companies, bank and other borrowings, lease liabilities, notes payables and indebtedness
associated with assets classified as held for sales.
During the first half of 2022, the worldwide installed capacity of PV power generation maintained vigorous
growth momentum, with robust end-user demands from the top three PV markets of the world. For the first six
months of 2022, the new installed capacity of photovoltaic power generation in China amounted to 30.88GW,
representing an increase of 17.87GW as compared with the corresponding period of 2021 or a year-on-year
increase of 137% (source: National Energy Administration of China). According to the RepowerEU Plan released
by the European Union in May, the installed capacity of photovoltaic power generation is expected to double by
2025 and reach 600GW by 2030. Developers of solar plants in the U.S. planned to expand the public utility scale
by building an additional 17.8GW of installed capacity of photovoltaic power generation in 2022, and with the
support of policies and subsidies, the installed capacity of photovoltaic power generation in the U.S. market
significantly exceeded the previous market anticipation. Driven by the three major markets of China, the
European Union and the U.S., the worldwide installed capacity of PV power generation maintained its vigorous
growth momentum during the first half of 2022.
Generally speaking, the global PV industry has entered the fast lane of booming growth, and the expansion of
the PV market driven by geopolitical conflicts and climate goals is expected to be a long-term trend, which is part
of the energy structure adjustment due to geopolitical tensions. Fueled by the acute energy crisis and supportive
policies, the PV industry staged an increasingly intensified global competition landscape. Enterprises with
first-mover advantages are well positioned to benefit from this worldwide competition of the PV industry.
According to the recent forecast released by Bloomberg New Energy Finance, an authoritative third-party
institution, the global installed capacity of photovoltaic power generation will increase by 30% in 2022, and the
global installed capacity of solar power generation is expected to reach a new record high driven by robust
energy demands. The global installed capacity of photovoltaic power generation pushed close to 1TW, marking a
milestone in power transition. It is expected that the global installed capacity of photovoltaic power generation
for the whole year of 2022 will exceed 250GW.
As an innovation-driven technology enterprise, GCL Technology Holdings Limited (“GCL Tech” or the
“Company”, together with its subsidiaries, the “Group”) formally changed its name to “GCL Technology
Holdings Limited” on 21 February this year, fully demonstrating the Company’s determination to embracing on
our original vision of technological innovation. With the new corporate image provided by the change of
company name, the Company will comprehensively enhance its environmental, social and governance (ESG)
performance by establishing an effective management mechanism. In terms of development strategy, the
Company focuses on low-carbon & low-consumption FBR granular silicon technology and extends its footprint to
the upstream branch of the value chain to tap into the high-purity nano-silicon sector. As ever, the Company
attaches great emphasis on energy technology innovation and energy conservation and emission reduction, and
centers its efforts on the development and manufacturing of photovoltaic materials, with an aim to develop itself
into the most technologically advanced supplier of silicon-based materials in the industry that boasts the largest
capacity and lowest carbon emission and offers its clients the best experience at the lowest cost.
During the period, the total PV installed capacity of GCL New Energy Holdings Limited (“GNE”, together with its
subsidiaries, the “GNE Group”) was approximately 830 MW, representing a decrease of 72% as compared with
the corresponding period in 2021. Total revenue from the PV power generation business of GNE amounted to
approximately RMB410 million, representing a decrease of 78% as compared with the corresponding period in
2021. Loss attributable to shareholders of GNE Group amounted to approximately RMB514 million and basic loss
per share was approximately RMB2.44 cents.
In the Leshan base, a new independent granular silicon project with a production capacity of 100,000 tonnes, the
first project in the world fully adopted the “systemised, standardised, digitalised, integrated, intelligent and
modularised” design concept, officially commenced operation in July. Further optimization in various aspects was
carried out to the Leshan 100,000-tonne granular silicon base, whose production procedures are more
streamlined with more economical designs and smoother in production and operation; the allocation of
techniques is more reasonable, achieving more potential output per unit time, and creating more room for
further reduction of raw material and energy consumption; and by drawing on the experience of the Xuzhou
base in terms of construction, production and management, the production experience of the Leshan base was
enriched, and under the guidance of the Xuzhou Zhongneng driving team’s experience, the fault tolerance rate
of construction and production was significantly enhanced. The successful commencement of operation of
various major projects marks that, the granular silicon capacity officially enters into the phase of modularized
expansion, which will play an important role in facilitating the achievement of the global energy goal of “carbon
neutrality”.
The Company currently planned to build two 100,000-tonne granular silicon bases in Inner Mongolia, and Phase
1 of the 100,000-tonne Baotou granular silicon project complemented with 150,000-tonne high-purity
nano-silicon capacity is expected to commence operation in the fourth quarter of 2022. Leveraging the resources
of both the Xuzhou base and Leshan base, the Company is poised to further exert its advantages in cost control
and energy resources. Through the investment in the 150,000-tonne high-purity nano-silicon project, an
upstream and downstream ecosystem has been created by the Company to secure the supply of raw materials.
Furthermore, the by-product, namely the steam from the production of the high-purity nano-silicon can be used
to fuel the production of granular silicon, achieving optimization of cost control of the project. In Hohhot, GCL
Tech has cooperated with TCL Zhonghuan to build a 100,000-tonne granular silicon project and cooperated with
a related party of the Company to build a 10,000-tonne electronic-grade polysilicon project by giving full play to
the features of the FBR granular silicon product of low construction investment, low production cost, low carbon
emissions and low energy consumption, which highlights the Company’s trail-blazing investment in the
semiconductor-grade polysilicon field. Moreover, this move will enhance the in-depth cooperation with our core
clients, strengthen the loyalty of users of granular silicon products and promote the co-establishment of the PV
low-carbon value chain with leading players of the industry.
footprint in the present market, granular silicon has been gradually applied to the PV modules for its low carbon
attributes. In terms of quality, we have realised 100% pure application of granular silicon, without compromising
the minority carrier lifetime of polysilicon ingot, unit yield rate and release survival rate, and parameters of certain
products outperformed that of the corresponding period.
On 22 June 2022, the Carbon Border Adjustment Mechanism (CBAM) of the European Union was voted and
duly passed by the European Parliament, unveiling the “carbon barriers era”, and other major economies around
the world started to follow suit. PV module manufacturers began to place emphasis on the low-carbon attributes
of their products, and have turned to low-carbon modules with granular silicon as raw materials for global
carbon footprint certifications, so as to get through the “carbon barriers” in overseas markets. In July this year,
large-scale PERC modules made of granular silicon was granted by French energy agency the carbon footprint
certificate, and the average carbon footprint was 400 to 450 kg CO2/kW, approximately 10% to 20% lower than
the average carbon emission of the same models not based on granular silicon, boasting a huge advantage in
low-carbon emissions. The wide application of granular silicon will be conducive for the Company’s clients to
expand into Europe as well as countries and regional markets around the world that emphasise carbon footprint,
so as to acquire definite market return. As the only raw material product that assists the PV modules in passing
the measurement of carbon emission right, granular silicon’s low-carbon feature is a crucial part of the
optimization of the full-caliber measurement of carbon emission of the PV industry and also the core technology
for the PV industry to implement the technological reduction of carbon emission, enabling the enterprises to
establish mechanisms to cope with carbon pricing risks and mitigate the impacts of rising carbon prices on the
overall operation costs, which will comprehensively empower our clients.
GCL Tech, as usual, keeps abreast of the historical trend of industrial technology development and actively
participates in the stipulation of various standards related to silicon-based materials. Jiangsu Zhongneng
Polysilicon Technology Development Co., Ltd., a wholly-owned subsidiary, is committed to its own products and
techniques, and since 2013, took the lead in and participated in the formulation of a total of 37 standards. In
particular, in terms of SEMI international standards, national standards, industrial standards and common
standards, it took the lead in the formulation of a total of 3, 7, 2 and 3 standards, respectively and participated
in 3, 14, 2 and 1 standards, respectively. It is the principal formulator of standards in the polysilicon industry. In
2022, it took the lead in the formulation of a total of 1 national standard, which was approved and soon to be
issued. The projects for the 4 industrial standards led by this subsidiary also were established and pending
approval from industrial associations.
In the future, with the promotion and application of the side feeding mode and continuous czochralski
monosilicon technology (CCZ) and other processes, coupled with the application of the CCZ technology and
increasing demands for N-type wafer, granular silicon will offer the feeding advantage of “continuous production
and continuous harvest”, which is expected to effectively reduce the time for material treatment and temperature
stabilisation during the recycling phase, improve production efficiency and automatic operation of the mono
crystal pulling process, creating greater value for the photovoltaic value chain.
As a global leading supplier of silicon-based materials, GCL Tech always adheres to the innovation of clean
technology to drive green solar manufacturing, and to apply clean technologies to its product development,
production management, green and digital manufacturing and other aspects. The Company has focused on the
FBR-based granular silicon technology, the entire manufacturing process of which is in line with the national
strategic initiative of “low carbon and emission reduction, energy conservation and consumption reduction, green
and intelligent manufacturing”. Furthermore, through the adoption of innovative digital factory management
models, the Company has improved its green governance in dynamic, IT-oriented and digitalised approaches
while enhancing employees’ efficiency. GCL Tech believes its employees as the most valuable resources, and
adheres to the “people-oriented” principle as the direction of its human resources management, aiming to
promote mutual development of the employees and the Company. The Group (excluding GNE Group) has
approximately 9,570 employees in mainland China, Hong Kong Special Administration Region and abroad,
including the US R&D center. Our employees come from all over the world with diversified and experienced
backgrounds. While we increase the expansion of bases in Jiangsu, Sichuan and Inner Mongolia, the Company
flexibly adopts the localized recruitment strategy, and provides a clear talent development path, a safe and
healthy working environment through more competitive remuneration packages, and a variety of training
systems, allowing its employees to create value for the Company in a happy and harmonious working
environment. Moreover, as part of its commitment to making contributions to society, the Company actively
participates in various community initiatives, charity work, donation and other activities to fulfill its corporate
social responsibility. In terms of sustainable development, GCL Tech has always adhered to the management
concept of “Green GCL”, strengthened energy use and emission management, and improved its ability to deal
with climate risks. We continue to optimise the corporate governance structure, protect the rights and interests
of employees, actively advocate environmental protection and public welfare activities, promote the development
of the global photovoltaic industry, and create green value for the society, committed to achieving the “GCL
Dream” of “Strong GCL, Rich Employees and Society Praise”. With previously made efforts, we become a
respectful global new energy and clean energy enterprise.
Outlook
Today, nature is ringing alarm to mankind with the aggravating climate problem and frequent occurrences of
extreme weather conditions and other natural disasters. Siddharth Chatterjee, the United Nations Resident
Coordinator in China, pointed out at 2022 Ordos Zero Carbon Industry Summit held on 9 August 2022 that “The
global temperature is close to hitting the 1.5-degree limit which is the maximum level of warming to avoid the
worst impacts of climate change. The key to tackling this crisis is to end our reliance on energy generated from
fossil fuels. Renewable energy is the answer.” As one of the largest developing countries, China is best
positioned for the development of renewable energy sector. China is the world’s largest wind and solar power
producer with abundant production capacity of renewable energy. Currently, China is the world’s leading solar
power producer with the largest fully integrated solar power value chain, largest consumer market, largest
investor and the most invention and application patents. All these achievements made by China in the solar
power sector are the results of hardwork and contributions by every person engaged in the photovoltaic industry
in China.
On the golden track of the photovoltaic industry chain, clean energy supply is the key and the material revolution
driving low-price photovoltaic grid is the most critical factor among all. Given its ability to significantly reduce
energy consumption and carbon emission during production, granular silicon is the silicon-based material
required for genuine photovoltaic “green electricity” and perfectly fits the trend of the low-cost and green
energy era. On the basis of this black technology, GCL Tech will forge ahead to help achieve the goal of “carbon
neutrality” and achieve a future of negative carbon emission.
Finally, we would like to express sincere appreciation to the Company’s Board of Directors, management team
and all staff for their hard work and dedication in the first half of 2022. We are also deeply grateful to the
Company’s shareholders and partners for their strong support. GCL Tech will continue to embark on the
establishment of its own industrial ecosystem with high aspirations and dedicated commitment, and push
forward energy transformation and upgrade through technology reform, achieving dual development of social
and economic efficiency.
The Group recorded a profit attributable to the owners of the Company of approximately RMB6,909 million as
compared to profit attributable to owners of the Company of approximately RMB2,407 million in 2021.
Segment Information
The Group reported on the three operating segments as follows:
(a) Solar material business — mainly manufactures and sales of polysilicon and wafer to companies operating
in the solar industry.
(b) Solar farm business — manages and operates in the PRC and the USA. These solar farms were constructed
or acquired by the Group prior to obtaining a controlling stake in GNE Group.
(c) New energy business — represents the business operations of GNE Group, which is principally engaged in
the development, construction, operation and management of solar farms.
The following table sets forth the Group’s operating results from operations by business segments:
1. The segment loss from operations of the new energy business includes reported net loss of GNE Group of approximately RMB410 million
(six months ended 30 June 2021: profit of RMB178 million) and allocated corporate expenses of approximately RMB10 million (six
months ended 30 June 2021: RMB18 million).
Business Structure
The Group is principally engaged in: (i) manufacturing and sales of polysilicon and wafers products to companies
operating in the solar industry and (ii) the development, construction, operation and management of solar farms.
As at 30 June 2022, the Group held 49.24% equity interest in GNE. GNE is a listed company in Hong Kong
(Stock code: 0451). Except for the solar farms that were constructed or acquired by the Group prior to obtaining
a controlling stake in GNE, the Group primarily develops, constructs, operates and manages downstream solar
farms through the platform of GNE.
On 4 August 2022, the Company and GNE Board announced that the completion of 2,275 million top-up placing
of existing GNE’s shares and the subscription of new GNE’s shares took place on 1 August 2022 and 4 August
2022 respectively. Upon completion, the shareholding of the Group in GNE remains at 10,376,602,000 shares,
representing approximately 44.44% of issued share capital of GNE.
On 30 August 2022, the Board resolved to declare a Proposed Distribution in specie of 8,639,024,713 ordinary
shares of GCL New Energy Holdings Limited (a company listed on the Main Board of the Stock Exchange with
stock code: 451) which are indirectly held by Elite Time Global Limited, a wholly-owned subsidiary of the
Company. The Proposed Distribution is subject to shareholders’ approval at the extraordinary general meeting of
the Company currently expected to be convened on 22 September 2022. For further details on the Proposed
Distribution, please refer to the announcement of the Company dated 30 August 2022.
After completion of the distribution, the Group will hold approximately 7.44% of the issued share capital of GNE.
For illustrative purpose, the indebtedness of the Group excluding GNE Group as at 30 June 2022 would be as
follows:
Indebtedness
of the Group
excluding
The Group GNE Group GNE Group
RMB million RMB million RMB million
Business Review
Solar Material Business
Production
The Group’s solar material business belongs to the upstream of the solar supply chain, which supplies polysilicon
and wafer to companies operating in the solar industry. Polysilicon is the primary raw material used in the solar
wafer production. In the solar industry supply chain, wafers are further processed by downstream manufacturers
to produce solar cells and modules.
Polysilicon
As at 30 June 2022, annual production capacity of rod silicon and granular silicon of the Group was 45,000 MT
and 60,000 MT respectively. During the six months ended 30 June 2022, the Group produced approximately
40,082 MT of polysilicon, representing an increase of 72.1% as compared to 23,284 MT for the corresponding
period in 2021.
Wafer
As at 30 June 2022, the Group’s annual wafer production capacity was 50 GW. During the six months ended 30
June 2022, the Group produced 24,173 MW of wafers in aggregate (including 15,360 MW of OEM wafers),
representing an increase of approximately 29.2% from 18,712 MW of wafers in aggregate (including 10,969 MW
of OEM wafers) for the corresponding period in 2021, while the production volume of wafers (excluding OEM
wafer) recorded an increase of 13.8%.
The average selling prices (excluding tax) of polysilicon and wafer were approximately RMB194.7 (equivalent to
US$29.88) per kilogram and RMB0.74 (equivalent to US$0.113) per W respectively for the six months ended 30
June 2022. The corresponding average selling prices of polysilicon and wafer for the six months ended 30 June
2021 were approximately RMB109.2 (equivalent to US$16.92) per kilogram and RMB0.530 (equivalent to
US$0.082) per W respectively.
Revenue from external customers of the solar material business amounted to approximately RMB14,679 million
for the six months ended 30 June 2022, representing an increase of 116.6% from approximately RMB6,778
million for the corresponding period in 2021. It was mainly attributable to an increase in selling price of rod
silicon and wafers.
Due to the rebound of price of solar products, gross profit margin for the solar material business increased from
34.2% to 48.0% due to the sharp increase in selling prices of photovoltaic products during the period.
For the six months ended 30 June 2022, revenue for solar farm business was approximately RMB96 million (2021:
RMB93 million).
During the interim period, the Company is of the view that it controls the operations of GNE. The GNE was
accounted for and consolidated in the consolidated financial statements of the Company as a subsidiary.
Qinghai 2 4 98 61 0.61 37
Jilin 2 4 51 41 0.73 30
Liaoning 2 3 60 49 0.53 26
Gansu 2 1 20 14 0.79 11
Jiangsu 3 2 23 64 0.86 55
Hebei 3 1 21 14 0.36 5
Shandong 3 5 149 97 0.80 78
Henan 3 3 9 5 0.60 3
Guangdong 3 4 13 7 0.57 4
Fujian 3 3 56 25 0.76 19
Shanghai 3 1 7 3 1.00 3
Other 3 – – 4 1.25 5
US 2 134 86 0.42 36
Revenue
(RMB million)
Representing:
Electricity sales 184
Tariff adjustment — government subsidies received and receivable 254
(1)
Grid-connected capacity represents the actual capacity connected to the State Grid.
(2)
Certain portions of the tariff adjustment (government subsidies) is discounted.
Most of the solar farms of the GNE Group are located in China and almost all of the revenue is contributed by
the subsidiaries of State Grid. The State Grid is a state-owned enterprise in China, which has a low default risk.
Therefore, the Directors of GNE Group considered that the credit risk of trade receivables was minimal.
During the six months ended 30 June 2022, the GNE Group provided operation and maintenance services for
some of the disposed solar power plant projects and generated management service income. As at 30 June 2022,
the GNE Group had entered into a contract to provide operation and maintenance services for solar power plants
with total installed capacity of approximately 3,364 MW.
GNE Group’s gross margin for the six months ended 30 June 2022 was 45.6%, as compared to 64.4% for the six
months ended 30 June 2021. The cost of sales mainly consisted of depreciation, which accounted for 51.2%
(2021: 78.8%) of cost of sales, with the remaining costs being operation and maintenance costs of solar power
plants.
Outlook
The Group’s outlook and likely future developments of the Group’s business, is set out in the Chairman’s
Statement and CEO Review of Operations and Outlook of this Announcement.
Financial Review
Revenue
Revenue for the six months ended 30 June 2022 amounted to approximately RMB15,326 million, representing an
increase of 74.1% as compared with approximately RMB8,803 million for the corresponding period in 2021. The
increase was mainly due to the increase in revenue in solar material business as a result of the increase in selling
price of polysilicon and wafer (excluding OEM wafer), partially offset by the decrease in sales of the GNE Group
due to the disposal of solar power plants during 2021 and 2022.
Gross profit margin for the solar material business increased from gross profit margin of 34.2% for the six
months ended 30 June 2021 to gross profit margin of 48.0% for the six months ended 30 June 2022. The
increase was mainly attributable to the increase in the average selling price of photovoltaic products.
Solar farm business has a gross profit margin of 36.8% for the period ended 30 June 2022, 6.4% higher than
the corresponding period in 2021.
The gross profit margin for the new energy business was 45.6% for the six months ended 30 June 2022 and
64.4% for the corresponding period in 2021.
Other Income
For the six months ended 30 June 2022, other income mainly comprised sales of scrap materials of approximately
RMB335 million (six months ended 30 June 2021: RMB212 million), bank and other interest income and interest
arising from contracts containing significant financing components of approximately RMB115 million (six months
ended 30 June 2021: RMB106 million), government grants of approximately RMB31.2 million (six months ended
30 June 2021: RMB41 million) and management and consultancy fee income of approximately RMB1.5 million (six
months ended 30 June 2021: RMB33 million).
Administrative Expenses
Administrative expenses amounted to approximately RMB986 million for the six months ended 30 June 2022,
representing an increase of 28.6% from approximately RMB767 million for the corresponding period in 2021.
The increase was mainly due to increase of salary and wage expenses and share based payment expenses charged
during the period.
During the period, the impairment losses under expected credit loss model comprised of impairment losses of
trade related receivable of approximately RMB16 million and non-trade related receivables of approximately
RMB194 million.
(i) research and development costs of approximately RMB689 million (six months ended 30 June 2021:
RMB479 million)
(ii) exchange losses of approximately RMB58 million (six months period ended 30 June 2021: RMB5 million)
(iii) net gain on disposal of subsidiaries and solar power plant projects of approximately RMB1 million (six
months period ended 30 June 2021: net gain of RMB248 million)
(iv) gain on deemed disposal of a joint venture and disposal of an associate of approximately RMB202 million
(six months period ended 30 June 2021: RMB141 million)
(v) gain on fair value change of derivative financial instruments and convertible bonds to a non-controlling
shareholder of a subsidiary approximately RMB12 million (six months ended 30 June 2021: loss of RMB119
million)
(vi) loss on disposal of property, plant and equipment of approximately RMB136 million (six months period
ended 30 June 2021: gain of RMB53 million)
(vii) loss on fair value change of other financial assets at FVTPL approximately RMB46 million (six months
period ended 30 June 2021: gain of RMB3 million)
(viii) loss on measurement of assets classified as held for sale to fair value less cost to sell of nil amount (six
months ended 30 June 2021: RMB235 million)
Finance Costs
Finance costs for the six months ended 30 June 2022 were approximately RMB412 million, decreased by 64.3%
as compared to approximately RMB1,153 million for the corresponding period in 2021. The decrease was mainly
due to the decrease in interest-bearing debts during the period.
• Share of profit of approximately RMB1.5 billion from Xinjiang GCL New Energy Materials Technology Co.,
Ltd.* (“Xinjiang GCL”) ;
• Share of profit of approximately RMB56 million from Inner Mongolia Zhonghuan GCL Solar Material Co.,
Ltd.* (“Mongolia Zhonghuan GCL”) ;
• Share of profit of approximately RMB0.54 billion from Xuzhou Zhongping GCL Industrial Upgrading Equity
Investment Fund LLP* (“Zhongping GCL”) ; and
Interests in Associates
Interests in associates increased from approximately RMB9.6 billion as at 31 December 2021 to approximately
RMB11.8 billion as at 30 June 2022. The increase was mainly due to share of profits of associates and
reclassification of a joint venture to an associate during the period.
Pursuant to shareholder agreements signed on January 2021 and January 2022, the subscription of new
registered capital of Jiangsu Xinhua by certain independent third parties was completed during the period and its
articles of association was revised accordingly. The relevant activities of Jiangsu Xinhua were no longer required
unanimous consent of the parties sharing control and the Group can exercise significant influence over Jiangsu
Xinhua according to the revised articles of association. It is therefore reclassified as an associate from a joint
venture of the Group.
• The Group 38.5% equity interest in Xinjiang GCL of approximately RMB6.3 billion;
• The Group 40.27% equity interest in Zhongping GCL of approximately RMB2.5 billion; Zhongping GCL
directly holds 34.5% equity interest in Xinjiang GCL;
• The Group 6.42% equity interest in Mongolia Zhonghuan GCL of approximately RMB0.8 billion;
• The Group equity interest in Leshan Zhongping Polysilicon Photovoltaic Information Industry Investment
Fund Partnership (Limited Partnership)* ) and
* Leshan Zhongping Nengxin Enterprise Management
Consultancy Partnership (Limited Partnership) of approximately RMB69 million and RMB0.31 billion
respectively;
• The Group 28.05% equity interest in Jiangsu Xinhua of RMB0.4 billion; and
Amounts due from related companies increased from approximately RMB600 million as at 31 December 2021 to
approximately RMB1,023 million as at 30 June 2022. The increase was mainly due to increase in amounts due
from associates.
Amounts due to related companies increased from approximately RMB2,744 million as at 31 December 2021 to
approximately RMB3,045 million as at 30 June 2022. The increase was mainly due to increase of amounts due to
associates in relation to trade balances during the period.
For the period ended 30 June 2022, the Group’s main source of funding was cash generated from operating
activities.
The Group continues to pay close attention in managing the Group’s cash position and conducts on-going
negotiations with banks to ensure that the existing facilities will be successfully renewed and additional banking
facilities are obtained when necessary.
Indebtedness
As at As at
30 June 31 December
2022 2021
RMB million RMB million
Current liabilities
Bank and other borrowings — due within one year 4,245 5,023
Lease liabilities — due within one year 107 317
Notes and bonds payables — due within one year 865 467
Loans from related parties — due within one year — 32
5,217 5,839
Non-current liabilities
Bank and other borrowings — due after one year 3,090 3,560
Lease liabilities — due after one year 311 468
Notes and bonds payables — due after one year 1,652 2,648
Loans from related parties — due after one year 15 —
5,068 6,676
Indebtedness associated with assets classified as held for sale 468 465
Below is a table showing the bank and other borrowing structure and maturity profile of the Group:
As at As at
30 June 31 December
2022 2021
RMB million RMB million
7,335 8,583
As at 30 June 2022, RMB bank and other borrowings carried floating interest rates with reference to the
Benchmark Borrowing Rate of The People’s Bank of China. USD bank and other borrowings carried interest rates
with reference to the London Interbank Offer Rate.
Current ratio = (Balance of current assets at the end of the period)/balance of current liabilities
at the end of the period
Quick ratio = (Balance of current assets at the end of the period — balance of inventories at
the end of the period)/balance of current liabilities at the end of the period
Net debt to total equity = (Balance of total indebtedness at the end of the period — balance of bank
attributable to owners balances and cash and pledged and restricted bank and other deposits at the
of the Company end of the period)/balance of equity attributable to owners of the Company at
the end of the period
Policy Risk
Policies made by the Government have a pivotal role in the solar power industry. Any alternation such as the
preferential tax policies, on-grid tariff subsidies, generation dispatch priority, incentives, upcoming issuance of
green certificates, laws and regulations would cause substantial impact on the solar power industry. Although the
Chinese Government has been supportive in aiding the growth of the renewable industry by carrying out a series
of favorable measures, it is possible that these measures will be modified abruptly. In order to minimize risks, the
Group will follow rules set out by the government strictly, and will pay close attention to policy makers in order
to foresee any disadvantageous movements.
Credit Risk
Each major operating business of the Group has a policy of credit control in place under which credit evaluations
of customers are performed on all customers requiring credit.
Credit risk on sales of polysilicon and wafer products is not significant as the major customers are listed entities
with good repayment history. In order to minimize the credit risk, the Group reviews the recoverable amount of
each individual trade receivables periodically to ensure that adequate expected credit losses are made. Credit risk
of sales of electricity is also not significant as most of the revenue is obtained from the subsidiaries of State Grid
Corporation of China (the “State Grid”). The State Grid is a state-owned enterprise in China, which possesses
low default risk.
The Group continues to adopt a conservative approach on foreign exchange exposure management and ensure
that its exposure to fluctuations in foreign exchange rates is minimised. The majority of the Group’s borrowings
are denominated in RMB. Foreign currency forward contracts will be utilised when it is considered as appropriate
to hedge against foreign currency risk exposure.
— Property, plant and equipment of RMB5.6 billion (31 December 2021: RMB7.7 billion)
— Right-of-use assets of approximately RMB0.4 billion (31 December 2021: RMB0.7 billion)
— Investment properties of approximately RMB0.33 billion (31 December 2021: RMB0.06 billion)
— Trade receivables and contract assets of approximately RMB3.8 billion (31 December 2021: RMB3.2 billion)
— Pledged and restricted bank and other deposits of approximately RMB1.9 billion (31 December 2021:
RMB3.2 billion)
In addition, lease liabilities of approximately RMB0.4 billion are recognised with related right-of-use assets of
approximately RMB0.4 billion as at 30 June 2022 (31 December 2021: lease liabilities of approximately RMB0.8
billion are recognised with related right-of-use assets of approximately RMB1.4 billion).
As at 30 June 2022, the Group provided a total guarantee with maximum amount of approximately RMB3,269
million and RMB900 million (31 December 2021: RMB3,319 million and RMB900 million) to several banks and
financial institutions in respect of banking and other facilities of Xinjiang GCL and Jiangsu Xinhua, associates of
the Group (As at 31 December 2021, Jiangsu Xinhua was a joint venture of the Group).
As at 30 June 2022, GNE Group provided guarantees to certain associates for bank and other borrowings in
proportion to the Group’s equity interests in these associates with maximum amount of RMB1,576 million (31
December 2021: RMB1,541 million).
In addition to those financial guarantees provided to related parties as above, the Group and GNE Group also
provided financial guarantees to certain disposed subsidiaries during transitional period, for certain of their bank
and other borrowings amounting to approximately RMB548 million (31 December 2021: RMB477 million) as at
30 June 2022.
Contingent liability
As at 30 June 2022 and 31 December 2021, the Group and the Company did not have any significant contingent
liabilities.
(a) On 6 July 2022, the Board has resolved to award an aggregate of 76,530,000 award shares (“Award
Shares”) at a grant price of HK$0.86 per Award Share to 81 Eligible Persons pursuant to the terms and
conditions of the Scheme. The Award Shares represent approximately 0.28% of the Company’s total
number of issued Shares as at the date of the announcement made by the Company on 6 July 2022.
(b) On 4 August 2022, the Group and GNE Group announced that the completion of 2,275 million top-up
placing of existing GNE’s shares and the subscription of new GNE’s shares at HK$0.138 per share took
place on 1 August 2022 and 4 August 2022 respectively.
Upon completion, the shareholding of the Group in GNE remains at 10,376,602,000 shares, representing
approximately 44.44% of issued share capital of GNE. The net proceeds of the transactions, after taking
into account all related costs, fees, expenses and commission of the transactions, is approximately HK$310
million.
(c) On 8 August 2022, GCL Technology Suzhou Co., Ltd (“GCL Technology
Suzhou”), a wholly-owned subsidiary of the Company, has entered into the investment agreement with
Hefei GCL System Integration New Energy Technology Co., Ltd.* (“Hefei GCL System Integration”)
, GCL System Integration Technology Co., Ltd.* (“GCL System
Integration”) and GCL System Integration Technology (Suzhou) Co., Ltd.*
(“GCL System Integration Suzhou”) . Pursuant to the investment
agreement, GCL Technology Suzhou agreed to (i) acquire 8% of the total registered capital of the Hefei
GCL System Integration after the reorganisation and merger (being registered capital of RMB154.32
million in the Hefei GCL System Integration) from GCL System Integration (Suzhou) at a consideration of
RMB200 million and (ii) subscribe for the registered capital of RMB154.32 million in the Hefei GCL System
Integration at a consideration of RMB200 million.
Upon the completion of the reorganisation and merger and the initial series A transactions, it is estimated
that the Company will, through GCL Technology Suzhou, hold the registered capital of RMB308.64 million
in the Hefei GCL System Integration, representing approximately 14.03% of the equity interest of the
Hefei GCL System Integration as enlarged by the capital increase pursuant to reorganisation and merger
and the initial series A transactions.
Note: For details, please refer to the respective announcements published by the Company.
Employees
We consider our employees to be our most important resource. Employees are remunerated with reference to
individual performance, working experience, qualification and the prevailing industry practice. Apart from basic
remuneration and the statutory retirement benefit scheme, employee benefits including but not limited to
discretionary bonuses, with share options granted to eligible employees.
Dividend
The Board did not recommend an interim dividend for the six months ended 30 June 2022 (six months ended 30
June 2021: nil).
On 30 August 2022, the Board resolved to declare a conditional special interim dividend by way of a distribution
(“Proposed Distribution”) in specie of 8,639,024,713 ordinary shares of GCL New Energy Holdings Limited (a
company listed on the Main Board of the Stock Exchange with stock code: 451) which are indirectly held by Elite
Time Global Limited, a wholly-owned subsidiary of the Company. The Proposed Distribution is subject to
shareholders’ approval at the extraordinary general meeting of the Company currently expected to be convened
on 22 September 2022. For further details on the Proposed Distribution, please refer to the announcement of the
Company dated 30 August 2022.
INTRODUCTION
We have reviewed the unaudited condensed interim consolidated financial statements of GCL Technology
Holdings Limited (the “Company”) and its subsidiaries (collectively referred to as the “Group”) set out on pages
31 to 97, which comprise the unaudited condensed consolidated statement of financial position as of 30 June
2022 and the related unaudited condensed consolidated statement of profit or loss and other comprehensive
income, the consolidated statement of changes in equity and consolidated statement of cash flows for the six
month period then ended, and certain explanatory notes. The Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited require the preparation of a report on interim financial information to be
in compliance with the relevant provisions thereof and International Accounting Standard 34 “Interim Financial
Reporting” (“IAS 34”) issued by the International Accounting Standards Board. The directors are responsible for
the preparation and presentation of these unaudited condensed interim consolidated financial statements in
accordance with IAS 34.
Our responsibility is to form a conclusion, based on our review on these unaudited condensed interim
consolidated financial statements, and to report our conclusion solely to you, as a body, in accordance with our
agreed terms of engagement, and for no other purpose. We do not assume responsibility towards or accept
liability to any other person for the contents of this report.
SCOPE OF REVIEW
We conducted our review in accordance with Hong Kong Standard on Review Engagements 2410 “Review of
Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Hong Kong
Institute of Certified Public Accountants. A review of these unaudited condensed interim consolidated financial
statements consists of making inquiries, primarily of persons responsible for financial and accounting matters,
and applying analytical and other review procedures. A review is substantially less in scope than an audit
conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain
assurance that we would become aware of all significant matters that might be identified in an audit.
Accordingly, we do not express an audit opinion.
CONCLUSION
Based on our review, nothing has come to our attention that causes us to believe that the unaudited condensed
interim consolidated financial statements as at 30 June 2022 are not prepared, in all material respects, in
accordance with IAS 34.
38,974 5,703
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of financial statements
of foreign operations 34,779 14,975
6,688,460 2,526,041
6,762,213 2,546,719
As at As at
30 June 31 December
2022 2021
NOTES RMB’000 RMB’000
(Unaudited) (Audited)
NON-CURRENT ASSETS
Property, plant and equipment 13 23,014,084 18,292,536
Right-of-use assets 13 1,425,200 2,299,036
Investment properties 385,580 56,494
Other intangible assets 163,074 179,870
Interests in associates 14 11,831,936 9,605,159
Interests in joint ventures 15 318,571 693,944
Other financial assets at fair value through profit or loss 16 354,635 296,410
Equity instruments at fair value through
other comprehensive income 16 31,017 41,683
Deferred tax assets 115,102 107,985
Deposits, prepayments and other non-current assets 17A 2,743,038 2,179,398
Contract assets 17B 47,864 40,941
Amounts due from related companies 19 37,443 24,481
Pledged and restricted bank and other deposits 328,096 464,640
40,795,640 34,282,577
CURRENT ASSETS
Inventories 22 1,104,053 950,575
Trade and other receivables 17A 23,078,214 17,527,363
Amounts due from related companies — trade related 19 179,577 213,999
Amounts due from related companies — non trade related 19 806,197 361,288
Other financial assets at fair value through profit or loss 16 300,166 421,790
Held for trading investments 1,821 1,473
Tax recoverable 346 88,027
Pledged and restricted bank and other deposits 1,599,346 2,765,122
Bank balances and cash 5,630,943 6,702,316
32,700,663 29,031,953
Assets classified as held for sale 11 689,553 783,384
33,390,216 29,815,337
As at As at
30 June 31 December
2022 2021
NOTES RMB’000 RMB’000
(Unaudited) (Audited)
CURRENT LIABILITIES
Trade and other payables 23 16,072,469 13,853,080
Amounts due to related companies — trade related 20 221,539 254,876
Amounts due to related companies — non-trade related 20 2,823,532 2,489,143
Loans from related companies 21 — 32,325
Contract liabilities 1,452,867 896,128
Bank and other borrowings — due within one year 24 4,244,929 5,022,964
Lease liabilities — due within one year 106,505 316,819
Notes and bonds payables — due within one year 25 865,233 467,305
Derivative financial instruments 26 120,491 112,759
Deferred income 68,876 53,355
Tax payables 272,229 155,774
26,248,670 23,654,528
Liabilities associated with assets classified as held for sale 11 542,340 562,365
26,791,010 24,216,893
NON-CURRENT LIABILITIES
Contract liabilities 227,630 36,000
Loans from related companies 21 14,811 —
Bank and other borrowings — due after one year 24 3,089,535 3,559,912
Lease liabilities — due after one year 311,323 468,301
Notes and bonds payables — due after one year 25 1,651,564 2,648,062
Deferred income 446,119 455,183
Deferred tax liabilities 761,588 411,958
6,502,570 7,579,416
As at As at
30 June 31 December
2022 2021
NOTES RMB’000 RMB’000
(Unaudited) (Audited)
The unaudited condensed interim consolidated financial statements on pages 31 to 97 were approved and
authorised for issue by the board of directors on 30 August 2022 and are signed on its behalf by:
Shares held
for share Capital Investments Statutory Share Non-
Share Share award redemption revaluation Other Capital reserve Special options Translation Retained controlling
capital premium scheme reserve reserve reserve reserve funds reserves reserve reserve earnings Sub-total interests Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Note i) (Note ii) (Note iii) (Note iv) (Note v)
At 1 January 2021 (Audited) 1,862,725 10,384,344 (236,629) 22,202 (105,147) (907,592) 67,251 4,064,057 (1,891,265) 145,681 (43,787) 3,227,279 16,589,119 3,802,086 20,391,205
Total comprehensive income for the period — — — — 5,703 — — — — — 1,194 2,406,719 2,413,616 133,103 2,546,719
At 30 June 2021 (Unaudited) 2,192,457 13,586,898 (236,629) 22,202 (99,444) (955,200) 67,251 3,914,018 (1,784,165) 124,027 (34,611) 5,815,681 22,612,485 5,197,799 27,810,284
Unaudited Condensed Consolidated Statement of Changes in Equity
Attributable to owners of the Company
Shares held
for share Capital Investments Statutory Share Non-
Share Share award redemption revaluation Other Capital reserve Special options Translation Retained controlling
capital premium scheme reserve reserve reserve reserve funds reserves reserve reserve earnings Sub-total interests Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Note i) (Note ii) (Note iii) (Note iv) (Note v)
At 1 January 2022 (Audited) 2,359,030 17,504,873 (236,629) 22,202 (62,135) (955,200) 67,251 3,782,275 (2,198,821) 72,334 (36,204) 8,707,037 29,026,013 3,275,592 32,301,605
At 30 June 2022 (Unaudited) 2,359,459 17,516,562 (236,629) 22,202 (23,161) (958,369) 67,251 4,285,431 (2,219,921) 121,343 (15,920) 15,112,469 36,030,717 4,861,559 40,892,276
37
Unaudited Condensed Consolidated Statement of Changes in Equity (CONTINUED)
For the six months ended 30 June 2022
Notes:
(i) During 2017 and 2018, the Company paid in total of RMB236,629,000 to a trustee (“Trustee”) to purchase 322,998,888 shares of the
Company in the market pursuant to the Share Award Scheme (the “Scheme”) established on 16 January 2017 (“Adoption Date”) by the
board of directors of the Company (the “Directors”). As at 30 June 2022, all the shares were held by the Trustee. More details are set
out in note 29(II).
(ii) Other reserve represents the equity (other than share capital) attributable to owners of the Company prior to the reverse acquisition,
including share premium, capital reserve, contribution from a shareholder, other reserve, share options reserve, revaluation reserve and
deficit. As the Company was accounted for as reverse acquisition by GCL Solar Energy Technology Holdings Inc. (“GCL Solar Energy”) in
2009, such reserves attributable to owners of the Company were reclassified to other reserve upon the completion of the reverse
acquisition.
Upon disposal of the non-solar power business in 2015, portion of the amount was realised and transferred to the share premium, share
options reserve and accumulated profits of the Group.
Moreover, other reserve represents the initial recognition of put options granted to a subsidiary by non-controlling interests.
(iii) Capital reserve represents the amount of contribution from former immediate holding company of GCL Solar Energy of United States
dollars (“US$”) 15,009,000 (equivalent to RMB126,029,000) net of the 500,000 ordinary shares of GCL Solar Energy repurchased for a
consideration of US$7,000,000 (equivalent to RMB58,778,000) and cancelled prior to 2009.
(iv) Pursuant to the relevant laws in the People’s Republic of China (the “PRC”), each of the subsidiaries established in the PRC is required to
transfer 5%–10% (2021: 5%–10%) of its profit after tax as per statutory financial statements (as determined by the management of the
subsidiary) to the reserve funds (including the general reserve fund and enterprise development fund where appropriate). The general
reserve fund is discretionary when the fund balance reaches 50% of the registered capital of the respective company and can be used to
make up for previous years’ losses or, expand the existing operations or can be converted into additional capital of the subsidiary. The
enterprise development fund can only be used for development and is not available for distribution to shareholder.
(v) Special reserves represent (i) the difference between the consideration to acquire additional interests in subsidiaries and the respective
share of the carrying amounts of the net assets acquired; (ii) the difference by which the non-controlling interests were adjusted and the
fair value of consideration received in relation to the disposal of partial interest of a subsidiary and (iii) change of interests in existing
subsidiaries arising from restructuring.
2022 2021
RMB’000 RMB’000
INVESTING ACTIVITIES
Interest received 113,056 78,088
Proceeds from disposal of property, plant and equipment 123,725 127,789
Proceeds from disposal of right-of-use assets — 32,303
Payments and deposits for construction and purchase of property,
plant and equipment (5,712,683) (1,301,200)
Payments for right-of-use assets (198,553) (66,033)
Addition of other intangible assets (20) —
Refund of deposits for acquisition of property, plant and equipment — 497,280
Investments in associates (385,553) (599,330)
Investments in joint ventures — (26,150)
Dividend received from associates 42,240 24,424
Dividend received from joint ventures 16,796 12,065
Proceeds from disposal of associates 471,600 500,000
Addition of other financial assets at fair value through profit or loss
(“FVTPL”) (62,500) (39,549)
Proceeds from redemption of other financial assets at FVTPL 82,080 347,570
Withdrawal of pledged and restricted bank and other deposits 3,147,035 3,942,967
Placement of pledged and restricted bank and other deposits (1,844,634) (3,397,085)
Advances to related companies (28,065) (4,809)
Repayment from related companies — 30,464
Acquisition of additional equity interests in non-wholly owned
subsidiaries (4,000) —
Settlement of consideration receivables from disposal of associates 10,057 3,685
Settlement of consideration receivables from disposal of subsidiaries
with solar power plant projects 601 2,974,258
Proceeds from disposal of subsidiaries with solar power plant projects 243,434 2,070,013
Proceeds from disposal of subsidiaries 10,358 —
Proceeds from disposal of partial interest in GNE — 126,240
2022 2021
RMB’000 RMB’000
FINANCING ACTIVITIES
Interest paid (565,506) (1,097,031)
New bank and other borrowings raised 4,615,463 5,888,083
Repayment of bank and other borrowings (5,146,901) (14,074,990)
Repayment of lease liabilities (328,850) (284,295)
Repayment of notes payables (618,647) (213,559)
Repayment of loans from related companies (17,514) (837,626)
Advances from related companies 400,570 293,327
Repayment to related companies (68,071) (218,112)
Contribution from non-controlling interests 1,113,580 673,100
Proceeds from deemed disposal of partial interest in a subsidiary
through newly-increased registered capital 680,000 65,000
Dividends paid to non-controlling interests (5,063) (213,195)
Payment for acquisition of additional interest of a subsidiary — (232,680)
Proceeds from exercise of share options 5,152 19,649
Proceeds from issue of new shares — 3,544,819
Proceeds from issue of new shares in GNE, net — 747,082
Transaction costs attributable to issue of new shares — (53,641)
6,725,667 1,757,602
5,649,419 2,295,804
The condensed interim financial statements are unaudited, but have been reviewed by Crowe (HK) Limited
in accordance with Hong Kong Standard on Review Engagements 2410, Review of interim financial
information performed by the independent auditor of the Group, issued by the HKICPA.
The functional currency of the Company and the presentation currency of the Group’s unaudited
condensed interim consolidated financial statements are Renminbi (“RMB”).
Other than additional accounting policies resulting from application of amendments to International
Financial Reporting Standards (“IFRS”) as set up in note 3 below and application of certain accounting
policies which became relevant to the Group, the accounting policies and methods of computation used in
the condensed interim consolidated financial statements for the six months ended 30 June 2022 are the
same as those presented in the Group’s annual consolidated financial statements for the year ended 31
December 2021.
None of these developments have had a material effect on how the group’s results and financial position
for the current or prior periods have been prepared or presented in these condensed interim financial
statements. The group has not applied any new standard or interpretation that is not yet effective for the
current accounting period.
No operating segments identified by the CODM have been aggregated in arriving at the reportable
segments of the Group.
The Group’s reportable and operating segments under IFRS 8 Operating Segments are as follows:
(a) Solar material business — mainly manufactures and sales of polysilicon and wafer products to
companies operating in the solar industry.
(b) Solar farm business — manages and operates solar farms, is located in the United States of America
(the “USA”) and PRC. These solar farms were constructed or acquired by the Group prior to
obtaining a controlling stake in GNE and its subsidiaries (collectively referred to as “GNE Group”).
(c) New energy business — represents the business operations of GNE Group, which is principally
engaged in the development, construction, operation and management of solar farms.
Note: The operating results of new energy business included allocated corporate expenses.
The accounting policies of the operating segments are the same as the Group’s accounting policies.
Segment profit (loss) represents the profit (loss) of each respective segment excluding unallocated income,
unallocated expenses, certain change in fair value of certain financial assets at FVTPL, change in fair value
of held for trading investments, certain impairment losses under expected credit loss model, share of
profits of certain interests in joint ventures. This is the measure reported to the chief operating decision
maker for the purpose of resource allocation and performance assessment.
As at As at
30 June 31 December
2022 2021
RMB’000 RMB’000
(Unaudited) (Audited)
Segment assets
Solar material business 56,753,828 44,607,760
Solar farm business 1,934,847 1,903,182
New energy business 13,681,761 15,888,176
Segment liabilities
Solar material business 25,493,469 22,123,122
Solar farm business 691,428 715,717
New energy business 7,062,854 8,855,862
For the purpose of monitoring segment performance and allocating resources between segments:
• All assets are allocated to operating segments, other than unallocated corporate assets, corporate
bank balances and cash and other assets (including certain other financial assets at FVTPL, equity
instruments at FVTOCI, held for trading investments and certain interests in joint ventures) of the
management companies and investment holding companies; and
• All liabilities are allocated to operating segments, other than unallocated corporate liabilities of the
management companies and investment holding companies.
Geographic markets
The PRC 14,456,899 75,312 514,336 15,046,547
Others 222,136 20,727 36,578 279,441
Geographic markets
The PRC 6,365,110 74,684 1,894,378 8,334,172
Others 413,008 17,998 38,193 469,199
Note: Sales of electricity included approximately RMB281,596,000 (six months ended 30 June 2021: RMB1,152,334,000) tariff
adjustments received and receivable from the local grid companies in the PRC based on the prevailing nationwide government
policies on renewable energy for solar farms. Details of settlement arrangement of tariff are disclosed in note 17B.
5. OTHER INCOME
Six months ended 30 June
2022 2021
RMB’000 RMB’000
(Unaudited) (Unaudited)
523,879 393,026
Notes:
The government grants mainly represents incentive subsidies were received from the relevant PRC government for improvement of
working capital and financial assistance to the operating activities. The subsidies were granted on a discretionary basis during the
reporting period and the conditions attached thereto were fully complied with.
6. FINANCE COSTS
Six months ended 30 June
2022 2021
RMB’000 RMB’000
(Unaudited) (Unaudited)
411,886 1,153,329
There is no borrowing costs capitalised for the six months ended 30 June 2022 and 2021 from the general
borrowing pool.
699,640 385,271
634,899 63,025
90 309
976,360 73,364
The PRC EIT for the period represents income tax in the PRC which is calculated at the prevailing tax rate
on the taxable income of subsidiaries in the PRC.
Under the Law of the PRC on Enterprise Income Tax (the “EIT Law”) and Implementation Regulation of the
EIT Law, the tax rate of PRC subsidiaries is 25%, except for those subsidiaries described below. The over
provision of EIT in prior periods arose mainly as a result of completion of tax clearance procedures by
certain PRC subsidiaries with the respective tax authorities.
Certain subsidiaries operating in the PRC have been accredited as a “High and New Technology
Enterprise” for a term of three years, and have been registered with the local tax authorities for enjoying
the reduced 15% EIT rate. Accordingly, the profits derived by these subsidiaries are subject to 15% EIT
rate for both periods. The qualification as a High and New Technology Enterprise will be subject to annual
review by the relevant tax authorities in the PRC.
Federal and state income tax rate in the USA are calculated at 21% and 8.84%, respectively, for both
periods.
The provision for Hong Kong Profits Tax is calculated by applying the estimated annual effective tax rate
of 16.5% (2021: 16.5%) for the six months ended 30 June 2022, except for subsidiaries of the Group
which is a qualifying corporation under the two-tiered Profits Tax rate regime.
Under the Hong Kong two-tiered profit tax rate regime, the first HK$2 million of assessable profits are
taxed at 8.25% and the remaining assessable profits are taxed at 16.5%. The provision for Hong Kong
Profits Tax for the subsidiary was calculated at the same basis in 2021.
The Directors considered the amount involved upon implementation of the two-tiered profits tax rates
regime as insignificant to these unaudited condensed interim financial statements.
The Group’s subsidiaries, associates and joint ventures that are tax residents in the PRC are subject to the
PRC dividend withholding tax of 5% or 10% for those non-PRC resident immediate holding companies
registered in Hong Kong and the British Virgin Islands, respectively, when and if undistributed earnings are
declared to be paid as dividends out of profits that arose on or after 1 January 2008. Net deferred tax
expense of approximately RMB268,809,000 (six months ended 30 June 2021: net reversal of
RMB11,327,000) in respect of withholding tax on undistributed profits has been charged to profit or loss
during the reporting period.
967,542 1,251,396
* The amounts absorbed in inventories sold, including in opening inventories approximately RMB507,669,000 (30 June 2021:
approximately RMB424,891,000).
10. DIVIDENDS
The board of directors of the Company (the “Board”) did not recommend an interim dividend for the six
months ended 30 June 2022 (six months ended 30 June 2021: nil).
On 30 August 2022, the Board resolved to declare a conditional special interim dividend by way of a
distribution (“Proposed Distribution”) in specie of 8,639,024,713 ordinary shares of GNE (“GNE Shares”)
which are indirectly held by Elite Time Global Limited, a wholly-owned subsidiary of the Company. The
Proposed Distribution is subject to shareholders’ approval at the extraordinary general meeting of the
Company currently expected to be convened on 22 September 2022.
As at the date of this interim report, dividends proposed to be payable by way of distribution in specie
was approximately RMB813 million, measured at fair value using the market price of the GNE Shares to be
distributed.
As at 30 June 2022, the assets and liabilities attributable to these solar power plant projects have been
classified as a disposal group held for sale and are presented separately in the unaudited condensed
interim consolidated statement of financial position.
RMB’000
Total liabilities directly associated with assets classified as held for sale (542,340)
Net assets of solar power plant projects classified as held for sale 147,213
Intragroup balances (125,401)
RMB’000
230,250
Note: The ageing analysis of the unbilled trade receivables, which is based on revenue recognition date, are as follows:
RMB’000
227,357
For the sale of electricity business, the Group generally granted credit period of approximately one month
to local power grid companies in the PRC from the date of invoice in accordance with the relevant
electricity sales contract between the Group and the respective local grid companies.
RMB’000
454,680
Less: Bank and other borrowings – due within one year (143,010)
#
The repayable amounts of bank and other borrowings are based on scheduled repayment dates set out in the respective loan
agreements.
Earnings
Earnings for the purpose of basic and diluted earnings per share
(Profit for the period attributable to owners of the Company) 6,908,588 2,406,719
Number of shares
Weighted average number of ordinary shares
for the purpose of basic earnings per share 26,776,357 24,305,728
For the six months ended 30 June 2022 and 2021, the weighted average number of ordinary shares for
the purpose of calculation of basic and diluted earnings per share has been adjusted for the effect of the
322,998,888 (note 29(II)) ordinary shares purchased by the Trustee from the market pursuant to the
Scheme.
Diluted earnings per share for the six months ended 30 June 2022 and 2021 is calculated by adjusting the
weighted average number of ordinary shares in issue during the period with the weighted average number
of ordinary shares deemed to be issued assuming the dilutive impact on the share options and the share
award scheme granted on 16 February 2022.
Diluted earnings per share for the six months ended 30 June 2022 did not assume the exercise of share
options granted by GNE since the exercise price is higher than the average price for both periods ended 30
June 2022 and 2021.
Leases are negotiated and rentals are fixed for terms ranging from 1 to 50 years (31 December 2021: 1 to
34 years) for parcels of land and ranging from 1 to 10 years (31 December 2021: 1 to 10 years) for the
office premises and staff quarters. Certain lease agreements entered into between the landlords and the
Group include renewal options at the discretion of the respective group entities for further 5 to 11 years
(31 December 2021: 5 to 15 years) from the end of the leases with fixed rental.
During the reporting period, the Group entered into several new lease agreements with lease terms
ranged from 5 to 50 years. On lease commencement, the Group recognised right-of-use assets of
approximately RMB56 million (six months ended 30 June 2021: RMB76 million) and lease liabilities of
approximately RMB37 million (six months ended 30 June 2021: RMB10 million).
Pursuant to shareholder agreements signed by the Group and the shareholders of Jiangsu Xinhua
Semiconductor Material Technology Co., Ltd.* (“Jiangsu Xinhua”) in
2021 and 2022, certain new independent third parties investors subscribed newly-increased registered
capital of Jiangsu Xinhua of RMB102 million, representing 6.45% of equity interest of Jiangsu Xinhua for
a consideration of RMB200 million during the period ended 30 June 2022. As a result, the Group’s equity
interest was diluted to 28.05% and relevant gain on deemed disposal recognised in the Group’s profit or
loss was RMB32,965,000.
Upon the completion of the transaction, the articles of association of Jiangsu Xinhua was revised. The
relevant activities were no longer required unanimous consent of the parties sharing control and according
to the revised articles of association, the Group was given the right to appoint two out of nine directors of
the board of directors of Jiangsu Xinhua. The Directors considered that the Group can exercise significant
influence over Jiangsu Xinhua and it is therefore reclassified as an associate from a joint venture of the
Group for the period ended 30 June 2022.
Current assets
Other financial assets at FVTPL:
Unlisted investments (Note a) 300,166 421,790
Non-current assets
Other financial assets at FVTPL:
Unlisted investments (Note b) 195,027 203,870
Unlisted equity investments (Note c) 159,608 92,540
354,635 296,410
(a) The unlisted investments represent the financial products issued by financial institutions and banks in Hong Kong and the PRC.
The Directors consider the fair values of the unlisted investments, which are based on the prices provided by the financial
institutions and banks, that is the prices they would pay to redeem the financial products at the end of the reporting period,
approximate to their carrying value.
(b) The Group invested in the form of interests as limited partners in certain private entities, which held a portfolio of unlisted
investments. The primary objective of the investments is to earn income for capital gain. Pursuant to investment agreements,
the beneficial interests held by the Group in these unlisted investments are in the form of participating shares or interests which
primarily provide the Group with the share of returns from the unlisted investments but not any decision making power nor any
voting right to involve in and control the daily operation. The unlisted investments mainly made up of private entities
incorporated in the PRC and liquid financial assets (including cash and cash equivalents).
(i) The amount of RMB53,394,000 (as at 31 December 2021: RMB48,826,000) mainly represents the investments in
unlisted equity instruments issued by private entities established in the PRC and Hong Kong.
In 2020, the Company disposed of 80% equity interest in Funing Xinneng, Ningxia Hengyang and Baoying Xingneng,
all wholly-owned subsidiaries, and retained the remaining 20% equity interest in these companies. The Group was not
given the right to appoint any directors, and therefore the Directors considered that the Group was not able to exercise
significant influence over these companies. Such equity investments were therefore accounted for as equity instruments
at FVTPL as at 30 June 2022 and 31 December 2021.
(ii) During the period ended 30 June 2022, the Group entered into a capital injection agreement with certain independent
third parties investors, Sinosteel Advanced Materials Corporation Limited* (“Sinosteel”)
and existing shareholders, in which the Group agreed to subscribe RMB10 million of registered capital of Sinosteel,
representing 1.64% of the total registered capital of Sinosteel for a consideration of RMB62,500,000. The Group was
not given the right to appoint any director, and therefore the Directors considered that the Group was not able to
exercise significant influence over these companies. Such equity investments amounted to RMB62,500,000 were
therefore accounted for as equity instruments at FVTPL as at 30 June 2022.
(iii) During the year 2021, GNE Group disposed 99.635% equity interest in Jingbian County Shunfen and disposed 98.4%
equity interest in Jingbian GCL, the wholly-owned subsidiaries, and retained the remaining 0.365% and 1.6% equity
interest respectively in the companies. GNE Group also disposed 90% equity interest in Shenmu Jingpu Power Co.,
Ltd.* (“Shenmu Jingpu”), Shenmu Jingfu Solar Power Co., Ltd* (“Shenmu Jingfu”), Shenmu Ping Xi Power Co., Ltd.*,
Shenmu Ping Yuan Power Co., Ltd.,* Shenmu County Jingdeng Power Co., Ltd.* (“Jingdeng”)
and Xixian New District GCL Photovoltaic Power Co., Ltd* (“Xixian New District”).
GNE Group was not given the right to appoint any director, and therefore the Directors of GNE considered that GNE
Group was not able to exercise significant influence over these companies. Such equity investments amounted to
RMB43,714,000 (as at 31 December 2021: RMB43,714,000) were therefore accounted for as equity instruments at
FVTPL as at 30 June 2022.
(d) In 2018, the Group subscribed for 1,822,514 units in the capital of Millennial Lithium Corp. (TSXV: ML) (“Millennial”) for
Canadian dollars (“CAD”) 6,379,000 (equivalent to RMB31,860,000), with each unit comprising of one common share in
Millennial and one half of one warrant, each warrant entitling the holder to purchase one common share in Millennial at a
specific price within a specific period which expired in March 2020.
In November 2021, Millennial and a Canadian Listed Company, Lithium Americas Corp. (TSX: LAC) (NYSE: LAC) (“Lithium
Americas”) have entered into a definitive arrangement pursuant to which Lithium Americas has agreed to acquire all of the
outstanding shares of Millennial (“ML Share”) by way of a plan of arrangement, for CAD4.70 per ML Share, payable in common
shares of Lithium Americas, and CAD0.001 in cash per ML Share. At the date of completion, the Group was entitled
approximately 229,781 shares of Lithium Americas and received cash consideration of CAD2,000 (equivalent to approximately
RMB9,000) for the reporting period.
These investments are not held for trading; instead, they are held for long-term strategic purpose. The Directors have elected to
designate these investments in equity instruments as at FVTOCI as they believe that recognising short-term fluctuations in these
investments’ fair value in profit or loss would not be consistent with the Group’s strategy of holding these investments for
long-term purposes and realising their performance potential in the long run.
2,743,038 2,179,398
24,447,885 18,698,060
23,078,214 17,527,363
(a) In prior periods, consultancy services fee receivables of GNE were included under “Other Receivables”. From the period ended
30 June 2022 onwards, consultancy services fee receivables of GNE are presented under “Trade Receivables”, to more
appropriately reflect the nature of such receivables. The comparative figures have been represented to conform with the current
period’s presentation.
The Group allows a credit period of approximately one month from the invoice date for trade receivables (excluding sales of
electricity, solar related supporting services income and bills held by the Group for future settlement) and may further extend 3
to 6 months for settlement through bills issued by banks and financial institutions obtained from trade customers.
The following is an ageing analysis of trade receivables (excluding sales of electricity, solar related supporting services income
and bills held by the Group for future settlement), net of allowances for credit losses, presented based on the invoice date at
the end of the reporting period:
As at As at
30 June 31 December
2022 2021
RMB’000 RMB’000
(Unaudited) (Audited)
332,187 264,642
For sales of electricity, the Group generally grants credit period of approximately one month to power grid companies in the
PRC from the date of invoice in accordance with the relevant electricity sales contracts between the Group and the respective
grid companies.
The following is an ageing analysis of trade receivables arising from sales of electricity (excluding bills held by the Group for
future settlement), presented based on the invoice date at the end of the reporting period:
As at As at
30 June 31 December
2022 2021
RMB’000 RMB’000
(Unaudited) (Audited)
1,927,055 1,946,215
(a) (continued)
Note: Amount represents unbilled basic tariff receivables for solar farms operated by the GNE Group, and tariff adjustment
receivables of those solar farms already registered in the Renewable Energy Tariff Subsidy List
announced by the state-owned grid companies (the “List” . The Directors expect the unbilled tariff
adjustments would be generally billed and settled within one year from the end of the reporting period.
The ageing analysis of the unbilled trade receivables, which is based on revenue recognition date, are as follows:
As at As at
30 June 31 December
2022 2021
RMB’000 RMB’000
(Unaudited) (Audited)
1,414,038 1,492,086
As at 30 June 2022, trade receivables include bills received amounting to approximately RMB14,463,396,000 (31 December
2021: RMB9,319,903,000) held by the Group for future settlement of trade receivables, of which certain bills were further
discounted/endorsed by Group. The Group continues to recognise their full carrying amount at the end of both reporting
periods. All bills received by the Group are with a maturity period of less than one year.
The Directors closely monitor the credit quality of trade and other receivables and consider the trade and other receivables,
which are neither past due nor impaired, are of a good credit quality in view of the good historical repayment record.
As at 30 June 2022, included in these trade receivables arising from sales of electricity were debtors with aggregate carrying
amount of approximately RMB442,266,000 (31 December 2021: RMB390,903,000) which are past due as at the end of the
reporting period. These trade receivables relate to a number of customers representing the local grid companies in the PRC, for
whom there is no recent history of default. The Group does not hold any collaterals over these balances.
(b) The amount represents consideration receivables of which the Group disposed certain equity interests of the former subsidiaries
and associates in prior years. The amounts are non-trade in nature, unsecured, non-interest bearing and have no fixed term of
repayment.
In December 2020, the Group entered into an agreement with an independent third party to dispose of its entire 5.97% equity
interest in a former associate, Xinxin Finance Leasing Company Limited* at a consideration of
approximately RMB727,879,000 and the amount was payable at the date of completion in 2020, of which RMB336,673,000
was received from the buyer before the date of completion of transaction and the remaining of approximately of
RMB391,206,000 was recorded as consideration receivable thereafter.
For the period ended 30 June 2022, the Group received approximately RMB10,057,000. The Directors considered the
consideration receivables from the disposal of a former associate with a gross carrying amount of RMB381,149,000 as at 30
June 2022 were credit-impaired because there were defaults of payments from the counterparty. Such consideration receivables
were assessed for ECL individually. An impairment loss of approximately RMB141,152,000 was further recognised for the period
ended 30 June 2022.
(c) The amount mainly represents amounts due from former subsidiaries of which the GNE Group disposed the entire interests
during the six months ended 30 June 2022 and the year ended 31 December 2021. The amounts are non-trade in nature,
unsecured, interest bearing ranging from 1.26% to 9.52% per annum and have no fixed term of repayment.
47,864 40,941
The contract assets primarily relate to the portion of tariff adjustments for the electricity sold to the grid
companies in the PRC in which the relevant on-grid solar power plants are still pending registration to the
List at the end of the reporting period. Tariff adjustment is recognised as revenue upon electricity is
generated as disclosed in note 4. Pursuant to the 2020 Measures, for those on-grid solar power plants yet
to be registered on the List, they are required to meet the relevant requirements and conditions for tariff
subsidy as stipulated and to complete the submission and application on the Platform. Local grid
companies will observe the principles set out in the 2020 Measures to determine eligibility and regularly
announce the on-grid solar power plants that are enlisted in the List. The contract assets are transferred to
trade receivables when the GNE Group’s respective on-grid solar power plants are enlisted in the List. The
GNE Group considers the settlement terms contain a significant financing component, and has adjusted
the respective tariff adjustment for the financing component based on the estimated timing of collection.
Accordingly the amount of consideration is adjusted for the effects of the time value of money taking into
consideration the credit characteristics of the relevant counterparties. The revenue of the GNE Group was
adjusted by approximately RMB28 million for the six months ended 30 June 2022 (six months ended 30
June 2021: RMB18 million) for this financing component and in relation to the revision of the expected
timing of receipt of the tariff adjustment in the contract assets.
Contract assets are reclassified to trade receivables at the point the respective on-grid solar power plant
projects are enlisted on the List. The balances as at 30 June 2022 and 31 December 2021 are classified as
non-current as they are expected to be received after twelve months from the reporting date.
2022 2021
Note RMB’000 RMB’000
210,330 (29,967)
During the reporting period, except for the above, the Directors are of the opinion that the ECL on other
financial assets subject to ECL is insignificant.
As at As at
30 June 31 December
2022 2021
RMB’000 RMB’000
(Unaudited) (Audited)
351,147 340,250
912,168 418,579
2 3
71,320 146,687
1,334,637 905,519
Less: allowance for credit losses (311,420) (305,751)
1,023,217 599,768
Analysed for reporting purposes as:
— Current assets 985,774 575,287
— Non-current assets 37,443 24,481
1,023,217 599,768
1,023,217 599,768
(a) The amounts are unsecured, non-interest bearing and the credit period is normally within 30 days (31 December 2021: 30 days).
The following is an ageing analysis of amounts due from related companies, associates and joint ventures (trade related), net of
allowance for expected credit losses, at the end of the reporting period, presented based on the invoice date which
approximated the respective revenue recognition dates:
As at As at
30 June 31 December
2022 2021
RMB’000 RMB’000
(Unaudited) (Audited)
179,577 213,999
(b) The amounts are unsecured, non-interest bearing and with no fixed repayment term.
(c) As at 30 June 2022, the amounts are unsecured, non-interest-bearing and with no fixed term of repayment, except for an
amount of approximately RMB37,443,000 which, in the opinion of the directors of the Group, is expected to be received after
twelve months from the end of the reporting period and was classified as non-current assets.
(d) The other related parties represent the non-controlling interest shareholders of subsidiaries of the Group. The amounts are
unsecured, non-interest-bearing and repayable on demand.
45,253 41,998
2,924,687 2,554,995
— 24,772
75,131 122,254
3,045,071 2,744,019
3,045,071 2,744,019
(a) The amounts are unsecured, non-interest bearing and the credit period is normally within 30 days (31 December 2021: 30 days).
The following is an ageing analysis of amounts due to related companies, associates and a joint venture (trade related) at the
end of the reporting period, presented based on the invoice date:
As at As at
30 June 31 December
2022 2021
RMB’000 RMB’000
(Unaudited) (Audited)
221,539 254,876
(b) The amounts are unsecured, non-interest bearing and repayable on demand.
(c) The other related parties represent the non-controlling interest shareholders of subsidiaries of the Company. The amounts are
unsecured, non-interest bearing and have no fixed terms of repayment.
Loans from
— Companies controlled by Mr. Zhu Gongshan and
his family (Note a) 14,811 32,325
14,811 32,325
(a) As at 30 June 2022, loan from GCL Solar System Limited (“GCL Solar System”) is unsecured, interest-free
and repayable after twelve months (31 December 2021: loans from Nanjing
Xinneng Solar Property Investment Fund Enterprise (Limited Partnership)*, Jiangsu GCL Real Estate
Limited*, GCL Solar System in total amounted to RMB32,325,000. These loans were unsecured, interest-bearing ranging from
8% to 12% per annum).
22. INVENTORIES
As at As at
30 June 31 December
2022 2021
RMB’000 RMB’000
(Unaudited) (Audited)
1,104,053 950,575
During the six months ended 30 June 2022, cost of inventories of approximately RMB7,638,853,000 (six
months ended 30 June 2021: RMB4,460,266,000) recognised as cost of sales including reversal of
write-down of inventories of approximately RMB3,854,000 from which the cost of certain inventories were
higher than their net realisable values (six months ended 30 June 2021: reversal of write-down of
inventories of approximately RMB9,334,000).
16,072,469 13,853,080
Notes:
(a) Included in the trade payables and construction payables are (i) RMB1,161,294,000 (31 December 2021: RMB2,262,548,000)
and RMB585,346,000 (31 December 2021: RMB217,394,000), respectively, in which the Group issued bills to relevant creditors
for settlement and remained outstanding at the end of the reporting period, and (ii) endorsed bills received with recourse with
an aggregate amount of approximately RMB9,460,294,000 (31 December 2021: RMB6,691,685,000). All these bills are with a
maturity period of less than one year.
(b) In September 2020, the Group entered into an investment agreement with a non-controlling shareholder, pursuant that (i) the
Group agreed to allot and the non-controlling shareholder agreed to subscribe RMB92,000 new registered capital of Kunshan
GCL Optoelectronic Material Co., Ltd* (“Kunshan GCL”) at a consideration of RMB1 million,
representing 0.15% of the registered capital of Kunshan GCL; and (ii) the non-controlling shareholder agreed to subscribe a
convertible bonds with principal amount of RMB49 million being issued by Kunshan GCL.
Pursuant to the investment agreement in relation to the convertible bonds, the non-controlling shareholder were given the right,
under certain condition, to request Kunshan GCL to convert the loan to equity interest of Kunshan GCL at the date of
conversion by reference to the amount of the accrued interest plus the business valuation at the date of the investment
agreement and the business valuation of subsequent new capital injection into Kunshan GCL.
During the reporting period, the Group remeasure the fair value and a gain on fair value change of the convertible bonds
payable of approximately RMB7,711,000 (six months ended 30 June 2021: loss of approximately RMB3,712,000).
(c) The advance represents the amounts received from EPC contractors for modules procurement, in which the modules will be
used in the construction of GNE Group’s solar power plants.
The following is an ageing analysis of trade payables (excluding bills presented by the Group for
settlement and endorsed to bank with recourse) presented based on the invoice date at the end of the
reporting period:
As at As at
30 June 31 December
2022 2021
RMB’000 RMB’000
(Unaudited) (Audited)
7,234,122 5,938,976
7,334,464 8,582,876
7,334,464 8,582,876
Representing:
Secured 6,635,623 7,828,060
Unsecured 698,841 754,816
7,334,464 8,582,876
7,334,464 8,582,876
Less: amounts due within one year or repayable on demand due
to inability to respect loan covenants (shown under
current liabilities) (4,244,929) (5,022,964)
During the reporting period, the Group discounted bills arising from future settlement of trade receivables
with recourse in aggregated amount of approximately RMB1,568,048,000 (31 December 2021:
RMB1,361,114,000) to banks for short-term financing. At 30 June 2022, the associated borrowings
amounted to approximately RMB1,553,974,000 (31 December 2021: RMB651,321,000).
The Group is required to comply with certain restrictive financial and other covenants and undertaking
requirements.
As at 30 June 2022, the GNE Group’s involvement in certain litigation cases relating to claims by relevant
claimants exceeded the limit of litigation amounts stipulated in the financial covenants of certain other
borrowings. Accordingly, no other borrowings of the GNE Group (31 December 2021: bank and other
borrowings of the GNE Group amounting to RMB89 million) is reclassified from non-current liabilities to
current liabilities as at 30 June 2022. The management of the GNE Group considers that the claims arising
from the litigation will not have material impact to the GNE Group as majority of the claims have been
provided and included in payables for purchase of plant and machinery and construction costs as at 30
June 2022 and 31 December 2021.
The bank and other borrowings carry effective interest rates ranging from 1.2% to 10.8% (31 December
2021: 1.2% to 18%) per annum.
Analysed as:
— Current 865,233 467,305
— Non-current 1,651,564 2,648,062
2,516,797 3,115,367
On 23 January 2018, the GNE Group issued senior notes of US$500 million (equivalent to RMB3,167
million) (the “2018 Senior Notes”), which bore interest at 7.1% and matured on 30 January 2021. During
the year 2021, the restructuring of the 2018 Senior Notes (the “Restructuring”) was implemented and
completed under the Bermuda Scheme (i.e. the scheme of arrangement under Part VII of the Bermuda
Companies Act 1981). On 16 June 2021, the Restructuring has become effective, i.e., the 2018 Senior
Notes was replaced by the New Senior Notes (defined below) was issued. Under the restructuring support
agreement (“RSA”), 5% of the original principal amount of US$25 million (the “Upfront Consideration”)
was repaid to the holders of the 2018 Senior Notes. The original principal amount and all accrued and
unpaid interest on the senior notes less the Upfront Consideration was settled through issuance of new
senior note (the “New Senior Notes”).
The principal amount of the New Senior Notes amounted to US$511,638,814, which the GNE Group
completed the redemption of New Senior Notes of approximately US$76.9 million (equivalent to
approximately RMB490 million) and the repurchase of approximately US$45.1 million (equivalent to
approximately RMB285 million) on 25 January 2022 and 18 March 2022 respectively. Principal amount of
approximately US$134 million (equivalent to approximately RMB865 million) will be payable on 30 January
2023 and the remaining balance will be matured on 30 January 2024, bearing interest at 10% per annum.
120,491 112,759
(1) In April 2016, the Group entered into the Investment Agreement with a shareholder of an associate, Jiangsu Xinhua, pursuant
to which the shareholder of Jiangsu Xinhua was given a right to request the Group to repurchase its equity interest in Jiangsu
Xinhua at a premium under the following circumstances:
(a) If Jiangsu Xinhua failed to complete a qualified initial public offering (“IPO”) at a mutually-agreed stock exchange
within a specified time frame;
(b) If Jiangsu Xinhua met the listing requirements of the specified stock exchanges but fails to complete a qualified IPO
due to external factors such as a change in government policy or other factors out of Jiangsu Xinhua’s control;
(c) If Jiangsu Xinhua failed to produce polysilicon to the level of quality and specification stipulated under the Investment
Agreement within a specified time frame; or
(d) If there was a significant breach by the Group on the relevant terms of the Investment Agreement or actions brought
by the Group resulting in a significant adverse impact to the joint venture and the Group fails to remediate such breach
within the period required by the JV Partner.
In December 2020, the Group entered into a supplementary agreement with the shareholder of Jiangsu Xinhua to replace the
circumstance (c) by the following circumstance:
(e) If Jiangsu Xinhua failed to meet any of the annual operational or strategic requirements by 2021, 2022 and 2023 as set
out in the supplementary agreement, respectively.
The Group recognised the put option of interests in Jiangsu Xinhua as a derivative financial instrument and initially recognised
the put option at fair value with its subsequent changes in fair value recognised in profit or loss. During the reporting period,
the Group remeasured the fair value and a gain on fair value change of the derivative financial instrument of approximately
RMB1,727,000 (period ended 30 June 2021: a loss of RMB3,324,000) was recognised in profit or loss.
(2) In 2020, the Group entered into the Investment Agreement with the new investors (“2020 new investors”) pursuant to which
the 2020 new investors are given rights to request the Group to repurchase their equity interest in Kunshan GCL Optoelectronic
Material Co., Ltd (“Kunshan GCL”) at a premium under the following circumstances:
• If Kunshan GCL failed to complete a qualified initial public offering (“IPO”) at a mutually agreed stock exchange within
a specified time frame;
• If Kunshan GCL met the listing requirements of the specified stock exchanges but fails to complete a qualified IPO due
to external factors such as a change in government policy or other factors out of Kunshan GCL’s control;
• If Kunshan GCL failed to produce perovskite to the level of quality and specification stipulated under the Investment
Agreement within a specified time frame; or
• If there was a significant breach by the Group on the relevant terms of the Investment Agreement or actions brought
by the Group resulting in significant adverse impact to Kunshan GCL and the Group fails to remediate such breach
within the period required by the new investors.
(2) (continued)
On 18 March 2022, the Group entered into a shareholder agreement with a new investor (“2022 new investor”) and the
non-controlling interests of Kunshan GCL, in which the Group agreed to subscribe RMB6.6 million (note 31 (ii)) newly registered
Capital and 2022 new investor agreed to subscribe RMB4.4 million newly registered capital of Kunshan GCL respectively with a
cash consideration of RMB150 million and RMB100 million, representing 8.96% and 5.97% of total registered capital of
Kunshan GCL respectively.
Pursuant to the shareholder agreement which the 2022 new investor was given the right to request the Group to repurchase
their equity interest in Kunshan GCL at a premium under following circumstances:
a) If Kunshan GCL failed to complete a qualified initial public offering (“IPO”) at a mutually agreed stock exchange within
a specified time frame;
b) If there was a significant breach by the Group on the relevant terms of the Shareholder Agreement or actions brought
by the Group resulting in significant adverse impact to Kunshan GCL and the Group fails to remediate such breach
within the period required by the investors;
c) If Kunshan GCL failed to meet operation target as set out in the previous agreement signed with the shareholders of
Kunshan GCL within a specified time frame.
The Group recognized the put option of interest in Kunshan GCL as derivative financial instruments and initially recognized the
put option at fair value in other reserve in the consolidated statement of change of equity. The put option was designated at
FVTPL with subsequent changes in fair value being recognized in the profit and loss. During the period ended 30 June 2022, the
Group recognised the put option granted to the 2022 new investor with approximately RMB12,336,000 in other reserve in the
consolidated statement of change of equity, and the Group remeasured the fair value and a gain on fair value change of the
derivative financial instrument of approximately RMB4,838,000 (period ended 30 June 2021: a loss of RMB8,628,000) was
recognised in profit or loss.
(3) In February 2021, the Group entered into a share transfer agreement with a supplementary agreement with an associate,
Leshan Zhongping Polysilicon Photovoltaic Information Industry Investment
Fund Partnership (Limited Partnership)* (“Leshan Fund”) in which the Group agreed to sell and Leshan Fund agreed to purchase
3.848% equity interest in Inner Mongolia Zhonghuan — GCL Solar Material Co., Ltd.* (“Inner
Mongolia Zhonghuan”) at a consideration of RMB600 million. The Group agreed to grant a put option to Leshan Fund upon the
pursuant to which Leshan Fund are given rights to request the Group to repurchase their equity interest in Inner Mongolia
Zhonghuan at a premium under the following circumstances:
• If Inner Mongolia Zhonghuan failed to be involved in merge and acquisition with an independent third parties given
that Mongolia Zhonghuan GCL has completely executed the given clause under the agreement entered between Leshan
Fund and the Group at the share transfer date.
The Group recognized the put option of interest in Mongolia Zhonghuan as derivative financial instruments and initially
recognized the put option at fair value in the profit or loss. The put option was designated at FVTPL with subsequent changes in
fair value being recognized in the profit and loss. During the period ended 30 June 2022, the Group remeasured the fair value
and a loss on fair value change of derivative financial instrument of approximately RMB1,961,000 (period ended 30 June 2021:
a gain of RMB100,836,000) was recognised in profit or loss.
Details of the inputs and assumption adopted in the valuation are described in note 33.
Authorised
At 1 January 2021 (Audited), 30 June 2021 (Unaudited),
1 January 2022 (Audited) and 30 June 2022 (Unaudited) 30,000,000 3,000,000
As at As at
30 June 31 December
2022 2021
RMB’000 RMB’000
(Unaudited) (Audited)
Notes:
(a) During the period ended 30 June 2022, share option holders exercised their rights to subscribe for 342,374, 4,113,962 and
604,302 (For the year ended 31 December 2021: 5,465,902 and 12,518,339) ordinary shares in the Company at HK$1.63,
HK$1.16 and HK$1.324 (2021: HK$1.63 and HK$1.16) per share, respectively, with the net proceeds of approximately
RMB5,152,000 (2021: RMB19,657,000).
(b) On 21 January 2021, a placement of 3,900,000,000 new shares of the Company at a price of HK$1.08 per share with net
proceeds of approximately HK$4,148,263,000 (equivalent to approximately RMB3,491,178,000) was completed.
All shares issued during the year ended 31 December 2021 and the reporting period rank pari passu in all
respects with the then existing shares of the Company.
As at As at
30 June 31 December
2022 2021
RMB’000 RMB’000
(Unaudited) (Audited)
9,871,701 11,427,444
Certain subsidiaries pledged their fee collection rights in relation to the sales of electricity. As at 30 June
2022, trade receivables and contract assets in respect of such fee collection rights pledged amounted to
approximately RMB1,662,879,000 (31 December 2021: RMB1,842,685,000).
As at 30 June 2022, the Group pledged property, plant and equipment and right-of-use assets of
approximately RMB61,304,000 (31 December 2021: RMB65,421,000) and RMB123,813,000 (31 December
2021: RMB125,538,000), respectively, to secure bank and other borrowings of an associate and a joint
venture of the Group.
In addition to the pledged assets above, there are property, plant and equipment of approximately
RMB45,927,000 (31 December 2021: RMB47,514,000), right-of-use assets of RMB10,670,000 (31
December 2021: RMB10,830,000), restricted bank deposits of approximately RMB1,373,409,000 (31
December 2021: RMB2,398,882,000) and trade receivables of approximately RMB615,395,000 (31
December 2021: RMB752,791,000) which have been restricted to secure issuance of bills and short-term
letters of credit for trade and other payables.
30 June 2022
Employees and others HK$1.63 05.07.2013 16.09.2013 to 04.07.2023 5,025,330 (342,374) — — 4,682,956
HK$2.867 24.03.2014 26.05.2014 to 23.03.2024 2,618,642 — — — 2,618,642
HK$1.16 19.02.2016 15.03.2016 to 18.02.2026 31,279,239 (4,113,962) — — 27,165,277
HK$1.324 29.03.2016 18.04.2016 to 28.03.2026 4,028,680 (354,302) — — 3,674,378
During the six months ended 30 June 2022, share-based payment expenses of
RMB64,535,000 (six months ended 30 June 2021: RMB8,084,000) have been recognised in
profit or loss in respect of equity-settled share option scheme. In addition, certain share
options granted have been forfeited after the vesting period, however no respective share
options (six months ended 30 June 2021: RMB46,552,000) are transferred to the Group’s
accumulated profits from share options reserve and non-controlling interests for the period
ended 30 June 2022.
The board of the directors of the Company (the “Board”) may, from time to time, at its absolute
discretion, select any Eligible Persons to participate in the Scheme as grantees (“Award Grantees”),
subject to the terms and conditions set out in the rule of the Scheme. In determining the Award
Grantees, the Board shall take into consideration matters including, but without limitation, the
present and expected contribution of the relevant Award Grantees to the Group. An Award
Grantee may be granted an award by the Company during the award period which will vest over a
period of time and on such other conditions to be determined by the Board in its absolute
discretion.
The Board may from time to time while the Scheme is in force and subject to all applicable laws,
determine such vesting criteria and conditions or periods for the award to be vested thereunder.
Details of the Scheme are set out in the announcement of the Company dated 16 January 2017.
For the purpose of the Scheme, the Company purchased its own ordinary shares through the
Trustee as follows:
Equivalent
Number of Aggregate aggregate
ordinary consideration consideration
Month of purchase shares paid paid
HK$’000 RMB’000
On 16 February 2022, the Board has resolved to award an aggregate of 214,300,000 Award Shares
(the “2022 Award Shares”) at a grant price of HK$0.86 per 2022 Award Share to 152 Eligible
Persons pursuant to the terms and conditions of the Scheme.
The Eligible Persons of the 2022 Award Shares mainly comprises backbone personnel of the Group
who are responsible for research and development, technology and production of polysilicon and
granular silicon, including 9,390,000 shares granted to a director of the Company, Mr. Lan Tianshi.
Subject to the satisfaction of the vesting conditions of the 2022 Award Shares, the Company shall
transfer the 2022 Award Shares to the Eligible Persons upon expiry of each of the year from 2023
to 2027.
No 2022 Award Shares were neither vested nor exercised during the six months ended 30 June
2022.
Capital commitments
Capital expenditure in respect of acquisitions of property,
plant and equipment contracted for but not provided 7,948,096 8,846,821
Other commitments
Commitment to contribute share capital to investments in
joint ventures, associates and/or other investments
contracted for but not provided 160,000 900,000
Commitment to contribute share capital to financial assets
at FVTPL contracted for but not provided — 60,000
8,108,096 9,806,821
After completion of the transaction, the Group’s equity interest on the subsidiary increased from
92% to 100% as at 30 June 2022.
(ii) On 18 March 2022, the Group entered into a shareholder agreement with certain non-controlling
interests and a new investor of Kunshan GCL, in which the Group and a new investor agreed to
subscribe RMB6.6 million and RMB4.4 million of the newly registered capital, representing 8.96%
and 5.97% of total registered capital of Kunshan GCL at the completion date for a consideration of
RMB150 million and RMB100 million respectively.
Regarding to the Group’s subscription to the newly registered capital, immediately prior to the
subscription, the carrying amount of the existing 8.96% non-controlling interest in Kunshan GCL
was RMB65 million. The Group recognized an increase in non-controlling interest of RMB65 million
and a decrease in equity attributable to owners of the Company of RMB65 million.
Regarding to the new investor’s subscription of the newly registered capital, please see note 32(i)(b)
for further information.
After completion of the said transactions, the Group’s equity interest increased from 50.03% to
51.52% as at 30 June 2022.
As the major asset of GCL CIRO, such as property, plant and equipment and inventories
were fully impaired in prior years due to the highly uncertainty at its operation domicile, the
Directors considered that GCL-CIRO has net asset value with minimal amount as at the
completion date. Hence, the Group recognized the difference between the consideration to
be received and the net asset value of GCL CIRO as at the completion date as gain on
disposal of RMB33,173,000 in the statement of profit or loss.
Pursuant to the shareholder agreement which the new investor was given the right to
request the Group to repurchase their equity interest in Kunshan GCL at a premium under
certain circumstances, the Group recognised such right as put options under derivative
financial instrument. Please see note 26 for further information.
Regarding to the new investor’s subscription to the newly-increased registered capital, the
difference between the consideration of subscriptions and the net assets shared by
non-controlling interest amounting to RMB44 million has been recognized in special reserve
in consolidated statement of changes in equity.
Regarding to the Group’s subscription of the newly registered capital, please see note 31(ii)
for further information.
After completion of the said transactions, the Group’s equity interest increased from 50.03%
to 51.52% as at 30 June 2022.
The Directors considers that the difference between the consideration of subscriptions and
the net assets shared by non-controlling interest was individually immaterial.
After completion of the transaction, the Group’s equity interest in Inner Mongolia Xin Yuan
decreased from 68% to 57.54% as at 30 June 2022.
Six
Ningxia Zhejiang subsidiaries Ningxia
Xinken Shuqimeng in Jiangsu Shengjing Total
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
(Note a) (Note b) (Note c) (Note d)
Consideration:
Consideration received 8,800 22,590 89,204 135,052 255,646
The fair values of these financial assets and financial liabilities are determined (in particular, the valuation
techniques and inputs used), as well as the level of the fair value hierarchy into which the fair value
measurements are categorised (Levels 1 to 3) based on the degree to which the inputs to the fair value
measurements is observable.
• Level 1 fair value measurements are based on quoted prices (unadjusted) in active market for
identical assets or liabilities;
• Level 2 fair value measurements are those derived from inputs are inputs other than quoted prices
included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices); and
• Level 3 fair value measurements are those derived from valuation techniques that include inputs for
the asset or liability that are not based on observable market data (unobservable inputs).
Relationship of
Financial assets/ Fair value as at Fair value Valuation techniques Significant unobservable unobservable inputs
financial liabilities 30.06.2022 31.12.2021 hierarchy and key inputs inputs to fair value
RMB’000 RMB’000
(Unaudited) (Audited)
1) Listed equity securities classified as 1,821 1,473 Level 1 Quoted bid price in an active N/A N/A
held for trading investments market.
2) Listed equity investments measured 31,017 41,683 Level 1 Quoted bid price in an active N/A N/A
at equity instruments at FVTOCI market.
3) Unlisted equity investments 69,409 6,910 Level 3 Market comparison approach — Adjusted market price An increase in the price
measured at financial assets in this approach, fair value was between comparables and per square meter used
at FVTPL determined with reference to the underlying property held would result in an
recent transaction price. by the unlisted equity increase in fair value
investments. measurement of the
underlying property, and
vice versa
46,485 41,916 Level 3 Adjusted net assets value Net assets value An increase in the net
assets value would result
in an increase in fair
value and vice versa
4) Unlisted investments measured 195,027 203,870 Level 3 Adjusted net asset value Net assets value An increase in the net
at financial assets at FVTPL assets value would result
in an increase in fair
value and vice versa
300,166 421,790 Level 2 Quoted price from third party N/A N/A
financial institutions which
determined with reference to the
value of underlying investments
which mainly comprised of listed
share and bonds.
5) Put option of interest in Jiangsu 15,520 17,247 Level 3 Binomial Option Pricing Model, Share price volatility of 60% The higher the volatility,
Xinhua classified as derivative the key inputs are underlying and discount rate of 9.407% the higher the fair value.
financial instruments (Note a) share price, risk free interest (31 December 2021: 68.2%
rate, probability, share price and 10.8% respectively). The higher the discount
volatility and dividend yield. rate, the lower the fair
Dividend yield of 0% value.
(31 December 2021: 0%),
taking into account The higher the dividend
management’s experience and yield, the lower the fair
knowledge of the dividend to value.
be paid.
The higher the
Probability to exercise of 10% probability to exercise,
(31 December 2021:10%) the higher the fair value.
6) Put option of interest in Kunshan 25,521 18,023 Level 3 Binomial Option Pricing Model, Share price volatility of 73.5% The higher of volatility,
GCL classified as derivative the key inputs are underlying — 74.3% (31 December the higher of fair value.
financial instrument (Note b) share price, exercise price, risk 2021: 71.96% — 72.09%) The higher of risk free
free interest rate, probability, rate, the lower of fair
share price volatility and Risk free rate of 2.43% value. The higher of
dividend yield. — 3.57% (31 December dividend yield the lower
2021: 2.64% to 2.65%) of fair value.
7) Put option of interest in Inner 79,450 77,489 Level 3 Binomial Option Pricing Model, Share price volatility of The higher of volatility,
Mongolian Zhonghuan classified the key inputs are underlying 53.83% — 57.16% the higher of fair value.
as derivative financial instrument share price, exercise price, risk (31 December 2021: The higher of discount
(Note c) free interest rate, probability, 55.1% — 57.1%) rate, the lower of fair
share price volatility and value.
dividend yield. Risk free rate:
2.31% to 2.7% The higher the
(31 December 2021: probability to exercise,
2.57% to 2.7%) the higher of fair value.
8) Convertible bonds to 76,469 84,180 Level 3 Binomial Option Pricing Model, Share price volatility of The higher of volatility,
non-controlling shareholders of the key inputs are underlying 61.81% to 62.51% and risk the higher of fair value.
subsidiary (Note d) share price, exercise price, risk free rate of 7.47% to 7.76%
free interest rate, probability, (31 December 2021: 68.38% The higher of risk free
share price volatility and to 74.88% and 2.30% to rate, the lower of fair
dividend yield. 2.49% respectively). value.
Notes:
(a) If the share price volatility of the underlying shares was 5% higher/lower while all the other variables were held constant, the
gain on change in fair value of the put option of interest in Jiangsu Xinhua classified as derivative financial instruments would
decrease by approximately RMB1,092,000/increase by approximately RMB1,103,000 for the period ended 30 June 2022.
If the discount rate used was multiplied by 5% higher/lower while all the other variables were held constant, the gain on
change in fair value of the put option of interest in Jiangsu Xinhua classified as derivative financial instruments would increase
by approximately RMB835,000/decrease by approximately RMB930,000 for the period ended 30 June 2022.
If the probability used was 30% higher/10% lower while all the other variables were held constant, the gain on change in fair
value of the derivative financial instruments would decrease by approximately RMB46,560,000/increase by approximately
RMB15,520,000 for the period ended 30 June 2022.
(b) If the share price volatility of the underlying shares was 5% higher/lower while all the other variables were held constant, the
gain on change in fair value of the put option of interest in Kunshan GCL classified as derivative financial instrument would
decrease by approximately RMB2,278,000/increase by approximately RMB2,255,000 for the period ended 30 June 2022.
If the discount rate used was multiplied by 5% higher/lower while all the other variables were held constant, the gain on
change in fair value of the put option of interest in Kunshan GCL classified as derivative financial instrument would increase by
approximately RMB6,512,000/decrease by approximately RMB3,952,000 for the period ended 30 June 2022.
If the probability used was 30% higher/20% lower while all the other variables were held constant, the gain on change in fair
value of the derivative financial instruments would decrease by approximately RMB38,281,000/increase by approximately
RMB25,521,000 for the period ended 30 June 2022.
(c) If the share price volatility of the underlying shares was 5% higher/lower while all the other variables were held constant, the
loss on change in fair value of the put option of interest in Inner Mongolian Zhonghuan would increase by approximately
RMB18,937,000/decrease by approximately RMB19,073,000 for the period ended 30 June 2022.
If the discount rate used was multiplied by 5% higher/lower while all the other variables were held constant, the loss on change
in fair value of the derivative financial instrument would decrease by approximately RMB21,943,000/increase by approximately
RMB13,259,000 for he period ended 30 June 2022.
If the probability used was 30% higher/20% lower while all the other variables were held constant, the loss on change in fair
value of the derivative financial instruments would increase by approximately RMB23,289,000/decrease by approximately
RMB15,526,000 for the period ended 30 June 2022.
(d) If the share price volatility of the underlying shares was 5% higher/lower while all the other variables were held constant, the
gain on change in fair value of the convertible bonds payables would decrease by approximately RMB460,000/increase by
approximately RMB461,000 for the period ended 30 June 2022.
If the risk-free rate used was 5% higher/lower while all the other variables were held constant, the gain on change in fair value
of the convertible bonds payables would increase by approximately RMB268,000/decrease by approximately RMB112,000 for the
period ended 30 June 2022.
If the probability used was 5% higher/30% lower while all the other variables were held constant, the gain on change in fair
value of the convertible bonds payables would increase by approximately RMB351,000/decrease by approximately
RMB2,106,000 for the period ended 30 June 2022.
30 June 2022
Put options of
Put option interest in
of interest Put options of Inner Unlisted
in Jiangsu interest in Mongolian investments/
Xinhua Kunshan GCL Zhonghuan equity Convertible
classified as classified as classified as instruments bonds to
derivative derivative derivative measured at non-controlling
financial financial financial financial assets shareholders
instruments instruments instruments as FVTPL of subsidiary Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Information about the valuation techniques and inputs used in determining the fair value of various assets
and liabilities are disclosed above.
The Directors consider that the carrying amounts of financial assets and financial liabilities and the
associated interest receivables and interest payables recorded at amortised cost in the unaudited
condensed interim consolidated financial statements approximate their fair values.
As at 30 June 2022, the GNE Group provided guarantee to its associates and their subsidiaries for certain
of their bank and other borrowings with a maximum amount of RMB1,576,000,000 (31 December 2021:
RMB1,540,854,000). Since these bank and other borrowings are secured by the borrowers’ (i) property,
plant and equipment; (ii) trade receivables, contract assets and fee collection right in relation to sales of
electricity, in the opinion of the Directors, the fair value of the guarantee is considered insignificant at
initial recognition and the ECL as at 30 June 2022 and 31 December 2021 is insignificant.
As at 30 June 2022, the companies in which Mr. Zhu Gongshan and his family have control provided
guarantee to the Group for certain of the Group’s bank and other borrowings with maximum amount of
RMB670,000,000 (31 December 2021: RMB810,000,000).
(a) On 6 July 2022, the Board has resolved to award an aggregate of 76,530,000 award shares
(“Award Shares”) at a grant price of HK$0.86 per Award Share to 81 Eligible Persons pursuant to
the terms and conditions of the Scheme. The Award Shares represent approximately 0.28% of the
Company’s total number of issued Shares as at the date of the announcement made by the
Company on 6 July 2022.
(b) On 4 August 2022, the Group and GNE Group announced that the completion of 2,275 million
top-up placing of existing GNE’s shares and the subscription of new GNE’s shares at HK$0.138 per
share took place on 1 August 2022 and 4 August 2022 respectively.
Upon completion, the shareholding of the Group in GNE remains at 10,376,602,000 shares,
representing approximately 44.44% of issued share capital of GNE. The net proceeds of the
transactions, after taking into account all related costs, fees, expenses and commission of the
transactions, is approximately HK$310 million.
Upon the completion of the reorganisation and merger and the initial series A transactions, it is
estimated that the Company will, through GCL Technology Suzhou, hold the registered capital of
RMB308.64 million in the Hefei GCL System Integration, representing approximately 14.03% of the
equity interest of the Hefei GCL System Integration as enlarged by the capital increase pursuant to
reorganisation and merger and the initial series A transactions.
I) Long position and short position in the Shares and Underlying Shares of
the Company
Number of ordinary shares held
Approximate
percentage of
Number of issued share
Name of director/ Long/short Beneficiary Corporate Personal underlying capital
chief executive position of a trust interests interests shares Total (note 5)
Notes:
1 An aggregate of 6,395,332,156 shares of the Company are collectively held by Highexcel Investments Limited, Happy Genius
Holdings Limited and Get Famous Investments Limited, which are wholly-owned by Golden Concord Group Limited, which in
turn is wholly-owned by Asia Pacific Energy Holdings Limited. Asia Pacific Energy Holdings Limited is in turn wholly-owned by
Asia Pacific Energy Fund Limited. Asia Pacific Energy Fund Limited is ultimately held under a discretionary trust with Credit Suisse
Trust Limited as trustee and Mr. Zhu Gongshan and his family (including Mr. Zhu Yufeng, a Director and the son of Mr. Zhu
Gongshan) as beneficiaries.
2 Includes (i) share options granted by the Company to the Directors, pursuant to the share option scheme adopted by the
shareholders of the Company on 22 October 2007, which can be exercised by the Directors at various intervals during the
period from 1 April 2009 to 28 March 2026 at an exercise price of HK$1.324, HK$1.160 or HK$0.586; and (ii) share awards
granted by the Company to the Directors, pursuant to the share award scheme adopted by the Company on 16 January 2017.
3 The short position was held as a result of an equity of derivative agreement entered by Happy Genius Holdings Limited.
5 The total number of ordinary shares of the Company in issue as at 30 June 2022 is 27,104,071,086.
II) Long Position in the Shares and Underlying Shares of the Associated
Corporation of the Company
GCL New Energy Holdings Limited (“GNE”), a company incorporated in Bermuda with limited liability and
the shares of which are listed on the Main Board of the Stock Exchange (stock code: 451), in which the
Company indirectly owned 49.24% issued shares as at 30 June 2022, is a subsidiary of the Company.
Notes:
1. 1,905,978,301 shares in GNE are beneficially owned by Dongsheng Photovoltaic Technology (Hong Kong) Limited (“Dongsheng
PV”). Dongsheng PV is indirectly wholly-owned by GCL System Integration Technology Co., Ltd. and an aggregate of over 30%
of the issued shares in GCL System Integration, is indirectly held by the Zhu Family Trust and Mr. Zhu Yufeng, an executive
director of the Company and GNE and son of Mr. Zhu Gongshan.
2. These are share options granted by GNE. Such granted share options can be exercised by Mr. Zhu Yufeng, Ms. Sun Wei and
Mr. Yeung Man Chung, Charles at the interval between 3 November 2021 and 2 November 2031 at an exercise price of
HK$0.357 per share of GNE.
3. The total number of ordinary shares of GNE in issue as at 30 June 2022 is 21,073,715,441.
Save as disclosed above, as at 30 June 2022, none of the Directors and chief executive of the Company had any
interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated
corporations (within the meaning of Part XV of the SFO) which were required (a) to be notified to the Company
and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short
positions which they are taken or deemed to have under such provisions of the SFO); or (b) to be and were
entered into in the register that was required to be kept under Section 352 of the SFO, or (c) as otherwise
notified to the Company and the Stock Exchange pursuant to the Model Code.
At an extraordinary general meeting of the Company held on 26 November 2015, the shareholders of the
Company approved the refreshment of the existing limit to an aggregate number of shares of the
Company which may be allotted and issued pursuant to the exercise of options granted under the 2007
Share Option Scheme and any other share option scheme of the Company not exceeding 200,000,000
shares of the Company.
Since the expiry of the 2007 Share Option Scheme on 21 October 2017, no new share option scheme has
been adopted by the Company. In order to provide the Company with the flexibility of granting share
options to the directors and employees of the Group as incentives or rewards for their contribution or
potential contribution to the Group, the Company adopted another share option scheme (the “2022 Share
Option Scheme”), which will be valid for 10 years from 1 April 2022.
During the Period, there were 50,065,820 option shares outstanding under the 2007 Share Option
Scheme and there were no option granted under the 2022 Share Option Scheme as at 30 June 2022.
Details of the share options outstanding and movements under the 2007 Share Option Scheme of the
Company during the period from 1 January 2022 to 30 June 2022 (the “Period”) are as follows:
Lapsed or
Granted forfeited Cancelled Exercised Outstanding
during the during the during the during the during the
Outstanding period from period from period from period period from
Exercise Price as at 1.1.2022 to 1.1.2022 to 1.1.2022 to 1.1.2022 to 1.1.2022 to
Name or category of participant Date of grant Exercise period per share 1.1.2022 30.6.2022 30.6.2022 30.6.2022 30.6.2022 30.6.2022
(note 1) (HK$)
Non-director employees (in aggregate) 5.7.2013 16.9.2013 to 4.7.2023 1.630 5,025,330 — — — (342,374) 4,682,956
24.3.2014 26.5.2014 to 23.3.2024 2.867 2,618,642 — — — — 2,618,642
19.2.2016 15.3.2016 to 18.2.2026 1.16 31,279,239 — — — (1,596,038) 29,683,201
29.3.2016 18.4.2016 to 28.3.2026 1.324 3,021,510 — — — (604,302) 2,417,208
Notes:
1. The vesting period of all share options granted under the 2007 Share Option Scheme which is 20% of the share options granted
will be vested on the year of grant, the first, second, third and fourth anniversary of the date of grant, respectively, such that
the share options granted are fully vested on the fourth anniversary of the date of grant.
Asia Pacific Energy Fund Limited Interest in a controlled corporation 6,395,332,156 23.59%
(note 1)
Interest in a controlled corporation 1,781,631,000 6.57%
(note 2)
Notes:
1. An aggregate of 6,395,332,156 Shares are collectively held by Highexcel Investments Limited, Happy Genius Holdings Limited and Get
Famous Investments Limited, which are wholly-owned by Golden Concord Group Limited, which in turn is wholly-owned by Asia Pacific
Energy Holdings Limited. Asia Pacific Energy Holdings Limited is in turn wholly-owned by Asia Pacific Energy Fund Limited. Asia Pacific
Energy Fund Limited is ultimately held under a discretionary trust with Credit Suisse Trust Limited as trustee for Mr. Zhu Gongshan and
his family (including Mr. Zhu Yufeng, a Director and the son of Mr. Zhu Gongshan) as beneficiaries.
3. The total number of ordinary shares of the Company in issue as at 30 June 2022 is 27,104,071,086.
Save as disclosed aforesaid, so far as is known to any Directors or chief executive of the Company, as at 30 June
2022, no other persons (other than a Director or chief executive of the Company) who had an interest or short
position in the shares or underlying shares of the Company as recorded in the register kept pursuant to Section
336 of the SFO.
In order to comply with the applicable code provision D.2 set out in the CG Code, the members of the Board
review the effectiveness of risk management and the internal control systems of the Group covering material
controls, including financial, operational and compliance controls and risk management functions. The
management of the Company actively engages in the risk assessment, the review of responses measures and the
discussion with respect to major issues.
The Company has established an internal audit department which is responsible for the implementation of risk
management and internal control policies. In performing its responsibilities, the internal audit department has
organized and coordinated the Company to identify and assess the risk exposed to the Group for the Board’s
consideration and motivate the management to design, implement and manage suitable internal control and risk
management system to facilitate policies adopted by the Board. In addition to the internal audit department, all
employees are accountable for the implementation of risk management and internal control under each of scopes
of their responsibilities.
The Company has retained an independent professional consultant (the “External Consultant”) to assist the Audit
Committee and the Board in conducting an independent review of the risk management and internal control
systems of the Company. The External Consultant reviewed the risk assessment, internal audit projects and
follow-up review conducted by the internal audit department with a view to facilitating the evaluation on the
effectiveness of the Group’s risk management and internal control systems by the Audit Committee and the
Board for the period ended 30 June 2022.
1 meeting and 8 meetings have been held by the Corporate Governance Committee and Audit Committee
respectively for the period ended 30 June 2022, mainly reviewing of and discussing on work report on risk
control, risk management, internal control review report, follow-up on internal control review.
In view of the efforts of the Group and external reviews conducted by the External Consultant, the Audit
Committee and the management of the Company have concluded that there are no irregularities or areas
requiring special concern that the risk management and internal control systems are adequate and effective and
the Company’s allocation of manpower and resources to the accounting, internal audit and financial reporting
functions is adequate. The above conclusion has been reported and confirmed to the Board, and the Board is of
the view that the risk management and internal control systems of the Group are effective for the period ended
30 June 2022.
The Share Award Scheme shall be subject to the administration of the Board, a committee (comprising Executive
Director, Independent Non-executive Directors and senior executive) and the Trustee in accordance with the Share
Award Scheme rules and the trust deed.
The maximum number of Shares that can be held by the Trustee under the Scheme is limited to 2% of the total
number of issued Shares from time to time.
An aggregate of 214,300,000 Award Shares were granted to 152 Eligible Persons pursuant to the terms and
conditions of the Share Award Scheme as at 30 June 2022.
Mr. Lan Tianshi was granted 9,390,000 Award Shares on 16 February 2022, subject to the satisfaction of the
vesting conditions. Mr. Lan Tianshi was appointed as the Director of the Company on 21 February 2022. Save as
the above, no more Award Shares were granted to the Directors of the Company during the six months ended
30 June 2022.
Save as disclosed above, during the Period, neither the Company nor any of its subsidiaries is a party to any
arrangement to enable the Directors of the Company to acquire benefits by means of the acquisition of shares in,
or debt securities of, the Company or any associated corporation and none of the Directors had any right to
subscribe for the securities of the Company, or had exercised any such right during the six months ended 30 June
2022.
Further details of the Share Award Scheme are set out in the announcement of the Company dated 16 January
2017 and note 29 to the unaudited condensed interim consolidated financial statements for the six months
ended 30 June 2022.
Mr. Zhu Gongshan • Signed a supplement service agreement for the July 2022
entitlement of receipt the Award Shares, among
others, as part of his remuneration package
Mr. Zhu Yufeng • Signed a supplement service agreement for the July 2022
entitlement of receipt the Award Shares, among
others, as part of his remuneration package
Mr. Zhu Zhanjun • Signed a supplement service agreement for the July 2022
entitlement of receipt the Award Shares, among
others, as part of his remuneration package
Ms. Sun Wei • Signed a supplement service agreement for the July 2022
entitlement of receipt the Award Shares, among
others, as part of her remuneration package
Mr. Yeung Man Chung, • Signed a supplement service agreement for the July 2022
Charles entitlement of receipt the Award Shares, among
others, as part of his remuneration package
Ir. Dr. Raymond • Appointed as a member of ESG Committee of the May 2022
Ho Chung Tai Company
Mr. Yip Tai Him • Appointed as the chairman of ESG Committee of the May 2022
Company
Dr. Shen Wenzhong • Appointed as a member of ESG Committee of the May 2022
Company
Other than those disclosed above, there is no other information required to be disclosed pursuant to
Rule 13.51B(1) of the Listing Rules as at the date of this report.
Zhu Gongshan
Zhu Yufeng (Vice Chairman)
Strategy & Investment Committee
Zhu Zhanjun (Vice Chairman & Joint CEO) Ho Chung Tai, Raymond (Chairman)
Lan Tianshi (Joint CEO) Zhu Gongshan
Sun Wei Yip Tai Him
Yeung Man Chung, Charles Shen Wenzhong
(CFO and Company Secretary) Zhu Zhanjun
Yeung Man Chung, Charles