GCL Technology Holdings Limited — AGM Information 2012

Apr 17, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, certified public accountant or other professional adviser.

If you have sold or transferred all your shares in GCL-Poly Energy Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

GCL-POLY ENERGY HOLDINGS LIMITED 保 利 協 鑫 能 源 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 3800)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS,

AND

NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed ‘‘Definitions’’ of this circular.

A notice convening the annual general meeting of GCL-Poly Energy Holdings Limited (the ‘‘Company’’) to be held at Harcourt Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Monday, 28 May 2012 at 10: 00 a.m. is set out on pages 14 to 17 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

18 April 2012

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General mandates to Issue Shares and to Repurchase Shares . . . . . . . . . . . . . . . . . .	4
Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I — Explanatory Statement on Repurchase Mandate . . . . . . . . . . . . . . . . . . .	6
Appendix II — Details of Directors proposed to be re-elected . . . . . . . . . . . . . . . . . . . . . .	9
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

• ‘‘AGM’’ the annual general meeting of the Company to be convened and held at Harcourt Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on 28 May 2012 at 10: 00 a.m., or where the context so admits, any adjournment thereof

• ‘‘Articles of the articles of association of the Company, as amended from Association’’ time to time

• ‘‘associates’’ has the meaning ascribed to it in the Listing Rules

• ‘‘Board’’ the board of Directors of the Company

• ‘‘Companies Law’’ the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

• ‘‘Company’’ GCL-Poly Energy Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the main board of the Stock Exchange

• ‘‘Director(s)’’ director(s) of the Company

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Issue Mandate’’ a general unconditional mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with Shares of up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution granting such mandate

• ‘‘Latest Practicable 13 April 2012, being the latest practicable date prior to the Date’’ printing of this circular for the purpose of ascertaining certain information contained in this circular

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Repurchase Mandate’’ a general unconditional mandate proposed to be granted to the Directors at the AGM to repurchase such number of issued and fully paid Shares of up to 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution granting such mandate

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DEFINITIONS

‘‘SFO’’

Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

‘‘Share(s)’’ ordinary share(s) with nominal value of HK$0.10 each in the share capital of the Company

‘‘Shareholder(s)’’ holder(s) of the Shares

‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Takeovers Code’’ The Codes on Takeovers and Mergers and Share Repurchases ‘‘HK$’’ and ‘‘cents’’ Hong Kong dollars and cents, the lawful currency of Hong Kong ‘‘%’’ per cent.

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LETTER FROM THE BOARD

GCL-POLY ENERGY HOLDINGS LIMITED

保 利 協 鑫 能 源 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 3800)

Executive Directors: ZHU Gong Shan (Chairman) SHA Hong Qiu JI Jun SHU Hua YU Bao Dong SUN Wei ZHU Yu Feng

Non-Executive Directors: CHAU Kwok Man, Cliff ZHANG Qing

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal Place of Business in Hong Kong: Unit 1703B–1706, Level 17 International Commerce Centre 1 Austin Road West, Kowloon Hong Kong

Independent Non-Executive Directors: QIAN Zhi Xin HO Chung Tai, Raymond XUE Zhong Su YIP Tai Him

18 April 2012

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM to seek approval of the Shareholders in respect of, among other matters, (i) the ordinary resolutions granting to the Directors the Issue Mandate and the Repurchase Mandate and the extension of the Issue Mandate; and (ii) the ordinary resolutions for re-electing Directors.

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LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES

At the last annual general meeting of the Company held on 16 May 2011, a general mandate was given to the Directors (i) to allot, issue and otherwise deal with Shares; and (ii) to repurchase Shares. Such mandate will lapse at the conclusion of the AGM.

At the AGM, an ordinary resolution will be proposed to give a fresh general mandate to the Directors to exercise the powers of the Company to repurchase, for a term and in the terms as stated in the said ordinary resolution, Shares of the Company in and up to a maximum of 10% of the aggregate nominal value of the Shares in issue as at the date of passing such ordinary resolution.

In addition to the ordinary resolution regarding the Repurchase Mandate, two other ordinary resolutions will also be proposed at the AGM, one of which purports to grant to the Directors a general mandate to allot, issue and deal with additional Shares not exceeding 20% of the aggregate nominal value of the Shares in issue as at the date of passing of such resolution. As at the Latest Practicable Date, the issued share capital of the Company comprised 15,473,606,268 Shares. On the basis of no further Shares will be issued or repurchased prior to the AGM, the Company would be allowed to allot, issue and deal with additional Shares not exceeding 3,094,721,253 Shares, representing 20% of the aggregate nominal value of the Shares in issue. Another ordinary resolution purports to extend the limit under the Issue Mandate if granted to the Directors by the number of Shares representing the number of Shares which may be repurchased by the Company under the Repurchase Mandate.

EXPLANATORY STATEMENT

An explanatory statement, as required under the Listing Rules, providing the requisite information on the Repurchase Mandate, is set out in the Appendix I to this circular.

RE-ELECTION OF DIRECTORS

In accordance with Article 86(3) of the Articles of Association of the Company, Mr. Zhang Qing, being a director appointed by the board of Directors on 12 March 2012, will retire and being eligible, offer himself for re-election at the AGM.

In accordance with Articles 87(1) and (2) of the Articles of Association of the Company, the Directors retiring by rotation at the AGM namely, Ms. Sun Wei, Mr. Zhu Yu Feng, Mr. Chau Kwok Man, Cliff, Mr. Qian Zhi Xin and Mr. Yip Tai Him will retire at the AGM and being eligible, will offer themselves for re-election.

Details of the above-mentioned Directors proposed to be re-elected at the AGM are set out in the Appendix II to this circular.

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LETTER FROM THE BOARD

ANNUAL GENERAL MEETING

Set out on pages 14 to 17 of this circular is a notice convening the AGM to consider and, if appropriate, to approve the ordinary resolutions relating to, among other things, the Repurchase Mandate, the Issue Mandate, the extension of the Issue Mandate and the reelection of Directors.

A form of proxy for use at the AGM is enclosed. If you are not able to attend at the AGM in person, you are requested to complete the form of proxy and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 26/F., Tesbury Centre, 28 Queens’ Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

RECOMMENDATIONS

The Board considers that the grant of the Repurchase Mandate, Issue Mandate, the extension of the Issue Mandate and the re-election of Directors are all in the best interests of the Company and the Shareholders. Accordingly, the Board recommends the Shareholders to vote in favour of all the relevant resolutions to be proposed at the AGM.

ADDITIONAL INFORMATION

Your attention is also drawn to the Appendices I and II of this circular.

Yours faithfully, For and on behalf of the Board of GCL-Poly Energy Holdings Limited ZHU Gong Shan Chairman

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APPENDIX I

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the Repurchase Mandate.

1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listings on the Stock Exchange to repurchase their own shares on the Stock Exchange subject to certain restrictions, the most important of which are summarized below.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 15,473,606,268 fully paid-up Shares. On the basis of no further Shares will be issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase up to a maximum of 1,547,360,626 fully paid-up Shares, representing 10% of the total nominal value of the fully paid-up Shares in issue at the Latest Practicable Date.

3. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets of the Company and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

4. FUNDING OF REPURCHASES

Any repurchases of Shares by the Company must be paid out of funds legally available for such purpose in accordance with the Articles of Association and the applicable laws and regulations of the Cayman Islands and the Listing Rules. The Company may not repurchase its own Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

There may be a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited financial statements of the Company for the year ended 31 December 2011 in the event that the Repurchase Mandate is to be exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX I

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

5. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve calendar months immediately prior to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2011
April	5.56	4.61
May	5.72	3.62
June	4.29	3.06
July	4.67	3.75
August	4.82	2.77
September	3.55	1.97
October	2.87	1.67
November	2.67	1.94
December	2.46	2.02
2012
January	2.70	2.02
February	3.24	2.56
March	2.68	2.07
April (up to the Latest Practicable Date)	2.28	2.09

6. UNDERTAKING OF THE DIRECTORS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates (as ascribed to it in the Listing Rules) have any present intention to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate pursuant to the proposed resolution in accordance with the Listing Rules and the applicable laws of Cayman Islands.

7. CONNECTED PERSON

No connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders and exercised by the Board.

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APPENDIX I

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

8. TAKEOVERS CODE

If on exercise of the powers of repurchase pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (within the meaning under the Takeovers Code) depending on the level of increase in the interest of the Shareholder(s), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, and to the best knowledge and belief of the Directors based on the register kept by the Company under Section 336 of the SFO, Credit Suisse Trust Limited, the trustee who indirectly holds 5,018,843,327 Shares in issue for Mr. Zhu Gong Shan and his family (including Mr. Zhu Yu Feng, a Director and the son of Mr. Zhu Gong Shan). Mr. Zhu Gong Shan and his associates and parties acting in concert with any of them (‘‘Mr. Zhu and parties acting in concert’’) are deemed to be interested in an aggregate of 5,729,334,871 Shares, representing 37.03% of the total issued Shares of the Company.

In the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate and assuming that the 5,729,334,871 Shares owned by the relevant parties as mentioned above remain unchanged, the shareholding of Mr. Zhu and parties acting in concert would be increased to approximately 41.14% of the issued share capital of the Company and Mr. Zhu and parties acting in concert will become obliged to make a mandatory offer under Rule 26 of the Takeovers Code.

Save as aforesaid, based on information known to date, the Directors are not aware of any consequences which may arise under the Takeovers Code even if the Repurchase Mandate were exercised in full.

Nevertheless, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, trigger any potential consequences under the Takeovers Code.

Any repurchase of Shares which result in the number of Shares held by the public being reduced to less than 25% of the Shares then in issue could only be implemented with the approval of the Stock Exchange to waive the Listing Rules requirements regarding the public shareholding. It is believed that a waiver of this provision would not normally be granted other than in certain exceptional circumstances.

9. SHARE REPURCHASE MADE BY THE COMPANY

During the six months preceding the Latest Practicable Date, the Company had not repurchased any Shares whether on the Stock Exchange or otherwise.

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APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

The following set out the details of the Directors who will retire and, being eligible, offer themselves for re-election at the AGM pursuant to the Articles.

EXECUTIVE DIRECTORS:

Ms. SUN Wei (孫瑋), aged 40, re-joined the Company in October 2007 as an Executive Director. Ms. Sun is a member of the Nomination Committee and Strategic Planning Committee of the Company. She is responsible for the financial management of the Group, including participation in the budget planning process of the Group. Ms. Sun holds a Doctorate degree in Business Administration. Ms. Sun has over 10 years of experience in power plant investment and management.

Ms. SUN has entered into service contract with the Company for an initial term of three years commencing from 13 November 2007, which shall be renewable automatically upon expiry. The contract, which was amended in 2009, may be terminated by either party thereto giving to the other not less than three months’ prior notice in writing. Ms. Sun is currently entitled to an annual remuneration of HK$3,000,000, which was approved by the Remuneration Committee.

The remuneration of senior management of the Company is aimed at attracting, motivating and retaining high-calibre individuals in a competitive market. After obtaining authorisation from Shareholders at the AGM, the committee of the Board will review Ms. SUN’s emoluments in accordance with this policy.

As at the Latest Practicable Date, Ms. SUN has an interest in respect of 5,723,000 Shares and 3,000,000 underlying shares in the Company within the meaning of Part XV of the SFO. The interest in the underlying shares represents Ms. SUN’s entitlement to exercise options for 3,000,000 Shares in the Company, which were granted to her under the share option schemes of the Company.

Ms. SUN is not connected with any directors, senior management, substantial or controlling shareholders of the Company. She is a non-executive director of Asia Energy Logistics Group Limited, a company with its shares listed in Hong Kong.

Save as disclosed above, there is no other information that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there is no other matter which needs to be brought to the attention of the Shareholders in respect of the re-election of Ms. SUN.

Mr. ZHU Yu Feng (朱鈺峰), aged 30, has been an Executive Director of the Company since September 2009. He graduated from George Brown College (Business Administration Faculty) in 2005. Mr. Zhu joined a subsidiary of the Company in 2006. He is responsible for the internal control, human resources, administration, and project tender of the power business of the Company.

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APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Mr. ZHU has entered into a service contract with the Company and does not have a fixed term of service. The service contract may be terminated by either party thereto giving to the other not less than three months’ prior notice in writing. Mr. Zhu is currently entitled to an annual remuneration of HK$1,200,000, which was approved by the Remuneration Committee.

The remuneration of senior management of the Company is aimed at attracting, motivating and retaining high-calibre individuals in a competitive market. After obtaining authorisation from Shareholders at the AGM, the committee of the Board will review Mr. ZHU’s emoluments in accordance with this policy.

Mr. ZHU is the son of Mr. Zhu Gong Shan, who is the Chairman and an Executive Director, Chief Executive Officer and a deemed controlling shareholder of the Company. Save as disclosed above and the interests in the family trust mentioned below, Mr. ZHU is not connected with any directors, senior management, substantial or controlling shareholders of the Company. He did not hold any other directorships in listed public companies in the last three years.

As at the Latest Practicable Date, Mr. ZHU, through a discretionary trust and managed by Credit Suisse Trust Limited (the trustee of the trust) for Mr ZHU and his family (including Mr. Zhu Gong Shan, the father of Mr. ZHU), is indirectly interested in 5,018,843,327 Shares within the meaning of Part XV of the SFO. Mr. Zhu also has an interest in 1,000,000 underlying shares in the Company, which represents Mr. ZHU’s entitlement to exercise options for 1,000,000 Shares in the Company. The share options were granted to him under the share option schemes of the Company.

Save as disclosed above, there is no other information that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there is no other matter which needs to be brought to the attention of the Shareholders in respect of the re-election of Mr. ZHU.

NON-EXECUTIVE DIRECTORS:

Mr. CHAU Kwok Man, Cliff (周國民), aged 45, has been a non-executive Director of the Company since December 2009. He is a member of the Connected Transaction Committee of the Company. Mr. CHAU is currently the Managing Director and Head of Finance Department of China Investment Corporation. China Investment Corporation, through its wholly owned subsidiary, owns approximately 20% of the issued share capital of the Company as at 31 December 2011. Mr. CHAU was a partner in the Financial Advisory Services Department at KPMG Beijing before he joined China Investment Corporation. Before that Mr. CHAU was a financial controller for various companies in the United States and was with KPMG Los Angeles for a number of years. Mr. CHAU holds a MBA degree from the State University of New York and is also a Certified Public Accountant (USA).

Mr. CHAU has entered into a service contract with the Company commencing from 23 December 2009 for a term of three years. Mr. CHAU will not receive any remuneration or director’s fee for acting as an non-executive director of the Company.

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APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

As at the Latest Practicable Date, Mr. CHAU does not have any interests in Shares or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. CHAU is not connected with any directors, senior management, substantial or controlling shareholders of the Company. He did not hold any other directorships in listed public companies in the last three years.

Save as disclosed above, there is no other information that is required to be disclosed pursuant to Rule 13.51(2) (h) to (v) of the Listing Rules and there is no other matter which needs to be brought to the attention of the Shareholders in respect of the re-election of Mr. CHAU.

Mr. ZHANG Qing (張勍), aged 43, has been a Non-Executive Director of the Company since March 2012. Mr. Zhang has been the managing director and head of the oil and gas team at the Department of Special Investment in China Investment Corporation in Beijing since April 2009. China Investment Corporation, through its wholly-owned subsidiary, owns approximately 20% of the issued share capital of the Company as at 31 December 2011. Prior to that, Mr. Zhang held various senior level positions in the Norinco Group in China and was also a vice president at China Zhenhua Oil Co., Ltd. Mr. Zhang received an executive Master’s degree in Business Administration from the School of Business at New York State University at Buffalo in 2003 and a Bachelor’s degree from the Beijing University of Aeronautics & Astronautics in 1991.

Mr. ZHANG has entered into a service contract with the Company commencing from 12 March 2012 for a term of three years. Mr. ZHANG will not receive any remuneration or director’s fee for acting as an non-executive director of the Company.

As at the Latest Practicable Date, Mr. ZHANG does not have any interests in Shares or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. ZHANG is not connected with any directors, senior management, substantial or controlling shareholders of the Company. He did not hold any other directorships in listed public companies in the last three years.

Save as disclosed above, there is no other information that is required to be disclosed pursuant to Rule 13.51(2) (h) to (v) of the Listing Rules and there is no other matter which needs to be brought to the attention of the Shareholders in respect of the re-election of Mr. ZHANG.

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APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

INDEPENDENT NON-EXECUTIVE DIRECTORS:

Mr. QIAN Zhi Xin (錢志新), aged 66, has been an Independent Non-Executive Director of the Company since July 2007. He is a member of the Audit Committee, Remuneration Committee, Strategic Planning Committee and Nomination Committee of the Company. Prior to that, he was a principal of the Development and Reform Commission of the Jiangsu Province in February 2004. Mr. Qian holds a Doctorate degree in Management from the Nanjing Agricultural University in the PRC.

The Board had renewed the term of service of Mr. QIAN for a term of three years, commencing from 13 November 2010. Mr. QIAN is currently entitled to an annual director’s fee of HK$180,000, which was approved by the board of Directors of the Company.

As at the Latest Practicable Date, Mr. QIAN has an interest in 500,000 underlying shares in the Company, which represents Mr. QIAN’s entitlement to exercise options for 500,000 Shares in the Company. The share options were granted to him under the share option schemes of the Company.

Mr. QIAN is not connected with any directors, senior management, substantial or controlling shareholders of the Company. He did not hold any other directorships in listed public companies in the last three years.

Save as disclosed above, there is no other information that is required to be disclosed pursuant to Rule 13.51(2) (h) to (v) of the Listing Rules and there is no other matter which needs to be brought to the attention of the Shareholders in respect of the re-election of Mr. QIAN.

Mr. YIP Tai Him (葉棣謙), aged 41, has been an independent non-executive Director of the company since March 2009. He is the Chairman of the Audit Committee and Connected Transaction Committee, he is also a member of the Remuneration Committee and Corporate Governance Committee of the Company. Mr. YIP is a practicing accountant in Hong Kong. He is an associate member of both the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants in the United Kingdom. He has over 15 years of experience in accounting, auditing and financial management. Mr. YIP is currently an independent non-executive director of the following companies in Hong Kong, namely, Wing Lee Holdings Limited, China Communication Telecom Services Company Limited, Vinco Financial Group Limited, KH Investment Holdings Limited and iOne Holdings Limited.

The Board had renewed the term of service of Mr. YIP for a term of three years, commencing from 31 March 2012. Mr. YIP is currently entitled to an annual director’s fee of HK$300,000, which was approved by the board of Directors of the Company.

As at the Latest Practicable Date, Mr. YIP has an interest in 500,000 underlying shares in the Company, which represents Mr. YIP’s entitlement to exercise options for 500,000 Shares in the Company. The share options were granted to him under the share option schemes of the Company.

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APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Mr. YIP is not connected with any directors, senior management, substantial or controlling shareholders of the Company.

Save as disclosed above, there is no other information that is required to be disclosed pursuant to Rule 13.51(2) (h) to (v) of the Listing Rules and there is no other matter which needs to be brought to the attention of the Shareholders in respect of the re-election of Mr. YIP.

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NOTICE OF ANNUAL GENERAL MEETING

GCL-POLY ENERGY HOLDINGS LIMITED

保 利 協 鑫 能 源 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 3800)

NOTICE IS HEREBY GIVEN THAT an annual general meeting (the ‘‘Meeting’’) of GCL-Poly Energy Holdings Limited (the ‘‘Company’’) will be held at Harcourt Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on 28 May 2012 at 10: 00 a.m. to transact the following businesses:

1. To receive and consider the audited Consolidated Financial Statements and the Reports of the Directors and Auditor for the year ended 31 December 2011.

2. To declare a final dividend for the year ended 31 December 2011.

3. To re-elect the directors of the Company (the ‘‘Directors’’) and to authorise the Directors to fix their remuneration.

4. To re-appoint Auditor and to authorise the Directors to fix their remuneration.

5. As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

(A) ‘‘THAT:

• (a) subject to the following provisions of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of the Company (the ‘‘Shares’’), and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;

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NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of the share capital of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of the conversion rights attaching to any convertible securities issued by the Company; (iii) the exercise of warrants to subscribe for Shares; (iv) the exercise of options granted under any share option scheme or similar arrangement for the time being adopted by the Company; or (v) an issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles of Association of the Company; shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution, ‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable law of the Cayman Islands to be held; or

• (iii) the date on which such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

‘‘Rights Issue’’ means an offer of Shares or issue of options, warrants or other securities giving the right to subscribe for Shares, open for a period fixed by the Directors to the holders of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).’’

(B) ‘‘THAT:

• (a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase the Shares on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the

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NOTICE OF ANNUAL GENERAL MEETING

requirements of the Rules Governing the Listing of Securities on the Stock Exchange or those of any other recognised stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of Shares to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (c) for the purpose of this resolution, ‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable law of the Cayman Islands to be held; or

  • (iii) the date on which such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting.’’

• (C) ‘‘THAT conditional upon resolutions numbered 5(A) and 5(B) above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with additional shares and to make or grant offers, agreements, and options which might require the exercise of such powers pursuant to resolution numbered 5(A) above be and is hereby extended by the additional thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to resolution numbered 5(B) above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the resolution.’’

By Order of the Board GCL-Poly Energy Holdings Limited Chan Yuk Chun Company Secretary

Hong Kong, 18 April 2012

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Notes:

1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint one or, if he is the holder of two or more shares, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

2. In the case of joint holders of shares in the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), seniority being determined by the order in which names stand in the register of members.

3. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney or other person duly authorised, and must be deposited with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time fixed for holding of the Meeting.

4. A circular containing, inter alia, details of the proposed general mandates to issue and repurchase shares of the Company and information of the retiring directors of the Company who are proposed to be re-elected at the Meeting, will be despatched to shareholders of the Company together with the 2011 Annual Report of the Company.

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