GCL NEWENERGY (00451) announced that on January 7, 2026, the company entered into a subscription and investment agreement with the subscriber, Pharos. The company proposes to issue 186.5 million subscription shares to the subscriber at HK$1.033 per share. As consideration for the subscription, the company agreed to make, and the subscriber agreed to accept, the investment. As consideration for the subscription, on the completion date, the subscriber is required to: (1) Execute and deliver to the company a simple agreement for future equity in a form agreed upon by the subscriber and the company. Under this agreement, upon the occurrence of certain events specified therein—including but not limited to an equity financing by Pharos Network Technology Limited, or the liquidation and dissolution of Pharos—the company will be granted future rights to shares of Pharos. (2) Issue and deliver to the company a token purchase warrant in a form agreed upon by the subscriber and the company. According to the token subscription warrant, the company has the right, at any time before its expiration date, to purchase any agreed quantity of tokens created, issued, or built on any blockchain or other distributed ledger technology that is created, issued, operated, developed, or managed by Pharos or its applicable affiliates, at an agreed exercise price. The investment documents specify an investment amount of $24,739,894, equivalent to the approximate total face value of the subscription shares of HK$192,654,500. Pharos is a next-generation Layer 1 public chain focused on building institutional-grade application scenarios for tokenized assets. This investment is intended to fully leverage Pharos's advanced technology and the Group's resource advantages to accelerate the integration of Web3 with the new energy industry, creating synergistic value for all parties involved. Concurrently, the investment allows the company to explore the potential of blockchain technology for innovation within the new energy sector and to create sustainable value for shareholders. The directors also believe the subscription presents a valuable opportunity for the Group to expand its capital and shareholder base.
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