GCL Tech Details Allocation of US$148 Million 6.95% Convertible Bond Issue; 74% of Net Proceeds Earmarked for Working Capital

Bulletin Express05-06

GCL Technology Holdings Limited (GCL Tech) released a supplemental announcement clarifying the structure, use of proceeds and pricing rationale for its proposed US$148.00 million 6.95% guaranteed convertible bonds due 2027, to be issued under the existing general mandate.

Funding structure and net proceeds • Gross issue size: US$148.00 million. • Estimated net proceeds: approximately US$145.00 million (about HK$1.14 billion). • Coupon: 6.95% per annum, payable quarterly on 7 Aug 2026, 7 Nov 2026, 7 Feb 2027 and at maturity on 5 May 2027. • Interest rate set after book-building; management cites a weighted-average cost of capital of 8.00%–9.60%, deeming the 6.95% coupon competitive.

Deployment of net proceeds (HK$1.14 billion) 1. General corporate purposes: HK$840 million (73.9%), targeted for full utilisation by 31 Dec 2026. 2. Debt service: HK$297 million (26.1%), including – HK$217 million to retire an offshore term loan and related interest maturing in 2026, and – HK$80 million to cover interest payments on the new convertible bonds by 5 May 2027.

Management noted that HK$999 million of unused capital from a previous fundraising remains available, of which HK$599 million is reserved for PRC onshore bank loan repayments due in 2026. Combining past and new proceeds, the company intends to strengthen its liquidity buffer amid intensified polysilicon market competition and lengthening cash-conversion cycles.

Liquidity and leverage context • Average current ratio (FY2023–FY2025): 1.32; FY2025: 1.23. • Average quick ratio (FY2023–FY2025): 1.23; FY2025: 1.16. • Total debt at 31 Dec 2025: RMB18.50 billion; net debt: RMB4.61 billion. • FY2025 cash flows: RMB3.50 billion net operating outflow, RMB1.74 billion investing outflow, RMB9.40 billion financing outflow.

Management believes the planned bond issuance will restore liquidity ratios toward historical levels and bolster cash reserves to support production costs and other corporate expenses.

Clarification The quarterly interest payment dates were amended to begin on 7 Aug 2026, with subsequent payments on 7 Nov 2026, 7 Feb 2027, and at maturity.

Completion of the bond agreement remains subject to final conditions, and shareholders are advised to exercise caution when dealing in the company’s securities.

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