GCL New Energy Holdings Limited announced a conditional placing agreement on 20 April 2026 to issue up to 127.00 million new shares under its existing general mandate.

Key transaction terms • Placing price: HK$1.05 per share, matching the last close, and representing discounts of 1.90 % and 2.80 % to the five-day and ten-day average closing prices, respectively. • Shares to be issued: up to 127.00 million, equating to 8.17 % of the current issued capital and 7.55 % post-placement (assuming no other changes). • Gross proceeds: up to HK$133.35 million. • Estimated net proceeds: about HK$131.00 million, or HK$1.03 per placed share, after deducting commissions and related expenses. • Placing agent: Haitong International Securities Company Limited will place the shares to not fewer than six independent professional or institutional investors on a best-efforts basis.

Intended use of proceeds (HK$131.00 million) 1. Business development – 60.00 million for expansion and digital upgrade of solar operations and management; 15.00 million for energy and related-products trading expansion (total 75.00 million). 2. Debt repayment – 15.00 million to settle bank and other loans due by 30 September 2026. 3. General working capital – 41.00 million to cover administrative expenses and corporate functions.

Impact on share capital • Existing issued shares: 1,554.32 million. • Post-placement (assuming no subscription shares issued): 1,681.32 million. • Golden Concord Group Limited remains the largest shareholder; its stake would be diluted from 26.45 % to 24.46 %.

Mandate utilisation The placement will utilise 127.00 million of the 310.86 million shares authorised under the general mandate granted on 22 May 2025. No separate shareholder approval is required.

Conditions and timetable Completion is subject to Stock Exchange approval for listing and other customary conditions. The long stop date is 4 May 2026, and the placing agent holds termination rights under specified adverse events.

Risk reminder Because the placement remains conditional, it may or may not proceed; shareholders and potential investors are advised to exercise caution when dealing in the company’s shares.