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GCL Technology Holdings Limited Capital/Financing Update 2012

May 23, 2012

50888_rns_2012-05-23_cfe1c95e-6f28-4c36-a0b7-e3ec0666fa37.pdf

Capital/Financing Update

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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)

COMPLETION OF ACQUISITION OF CHARM TEAM GROUP

Reference is made to the announcement of GCL-Poly Energy Holdings Limited (the ‘‘Company’’) dated 12 January 2012 in relation to the connected transactions of acquisitions of Charm Team Group and Sichuan Silicon (the ‘‘Announcement’’). Unless otherwise stated, terms used in this announcement shall have the same meanings as those defined in the Announcement.

The Board is pleased to announce that all of the conditions precedent to complete the acquisition of 100% of the equity interest in Charm Team Limited by Macro Pace Limited have been satisfied and that the completion of the Share Purchase Agreement took place on 23 May 2012 (the ‘‘Completion Date’’).

Upon completion of the Share Purchase Agreement, each of Charm Team Limited and its subsidiaries, namely Team Profit and Xuzhou Energy Plant became a wholly-owned subsidiary of the Company. Xuzhou Energy Plant granted a guarantee for the benefit of Jiangsu Ming Zhu in respect of a RMB20,000,000 term loan to Jiangsu Ming Zhu, pursuant to a guarantee agreement (the ‘‘Guarantee’’) entered into between Xuzhou Energy Plant and Jiangsu Bank dated 27 September 2011. Jiangsu Ming Zhu is controlled as to 60% of its equity interest by a trust, of which Mr. Zhu Gong Shan and Zhu Yu Feng, each an executive Director, and their family are beneficiaries. As each of Mr. Zhu Gong Shan and Mr. Zhu Yu Feng is a connected person, Jiangsu Ming Zhu is a connected person of the Company under Rule 14A.11 of the Listing Rules. Accordingly, on the Completion Date, the transaction under the Guarantee constituted a continuing connected transaction of the Company as prescribed under Chapter 14A of the Listing Rules. As at the Completion Date, the outstanding amount of the Jiangsu Ming Zhu under the term loan is RMB20,000,000 (equivalent to approximately HK$24,600,000, calculated based on the exchange rate at RMB1 = HK$1.23, being the prevailing rate on 22 May 2012).

As provided in the Share Purchase Agreement, Sinopro Enterprises Limited and its connected persons undertook to use their best endeavours to provide any available assistance to terminate the Guarantee within one year after completion of the Share Purchase Agreement, which is on or before 22 May 2013.

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As each of the applicable percentage ratios (as defined under the Listing Rules) in respect of the transaction under the Guarantee is less than 0.1%, the transaction under the Guarantee is exempt from the reporting, announcement and independent shareholder approval requirements under the Listing Rules.

By order of the Board GCL-Poly Energy Holdings Limited Zhu Gong Shan Chairman

Hong Kong, 23 May 2012

As at the date of this announcement, the Board comprises Mr. Zhu Gong Shan (Chairman), Mr. Sha Hong Qiu, Mr. Ji Jun, Mr. Shu Hua, Mr. Yu Bao Dong, Ms. Sun Wei and Mr. Zhu Yu Feng as executive directors; Mr. Chau Kwok Man, Cliff and Mr. Zhang Qing as non-executive directors; Mr. Qian Zhi Xin, Ir. Dr. Raymond Ho Chung Tai, Mr. Xue Zhong Su and Mr. Yip Tai Him as independent non-executive directors.

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