GCL NEWENERGY (00451) plans to issue 186.5 million subscription shares to collaborate with Pharos to accelerate the integration of Web3 and the new energy industry.

GCL NEWENERGY (00451) announced that on January 7, 2026, the company entered into a subscription and investment agreement with the subscriber (Pharos). The company plans to issue 186.5 million subscription shares to the subscriber at a price of HK$1.033 per share; as part of the subscription, the company agrees to make certain commitments, which the subscriber agrees to accept the investment. As part of the subscription, on the completion date, the subscriber shall: (1) sign and deliver to the company a simple future equity agreement agreed upon by the subscriber and the company. Under the simple future equity agreement, the company will be granted future rights to shares of Pharos upon the occurrence of certain events specified in the agreement (including but not limited to Pharos Network Technology Limited (Pharos) conducting equity financing, Pharos liquidation and dissolution). (2) Issue and deliver to the company a token purchase warrant agreed upon by the subscriber and the company. Under the token purchase warrant, the company has the right to purchase a certain amount of tokens created, issued, operated, developed or managed by Pharos or its applicable affiliates using blockchain or any other decentralized ledger technology at any time before the termination date of the token purchase warrant, at the agreed exercise price. The investment amount is stated in the investment agreement as $24,739,894, equivalent to approximately HK$192,654,500 in subscription share value. Pharos is a next-generation Layer 1 public chain focused on building institutional-grade tokenized asset applications. The investment will fully leverage Pharos' advanced technology and the group's resource advantages, accelerating the integration of Web3 and the new energy industry, creating synergistic value for all parties involved. At the same time, the investment allows the company to explore the potential of blockchain technology in innovative new energy industries and create sustainable value for shareholders. The directors also believe that the subscription is a good opportunity for the group to expand its capital and shareholder base.