GCL Technology Holdings Limited — M&A Activity 2008

Apr 11, 2008

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims 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)

ANNOUNCEMENT SIGNING OF NON-LEGALLY BINDING MEMORANDUM OF UNDERSTANDING

This announcement is made pursuant to Rule 13.09 of the Listing Rules.

The Board of GCL-Poly Energy Holdings Limited is pleased to announce that, on 11 April 2008, the Company has entered into the Memorandum with the Seller. Pursuant to the Memorandum, the Company will negotiate for the Possible Acquisition. Based on the assessment reports from technical advisers engaged by the Seller, it is currently estimated that the coal mines contain an aggregate coal reserves of about 642 million tons.

This announcement is made pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “ Listing Rules ”).

The board of directors (the “ Board ”) of GCL-Poly Energy Holdings Limited (the “ Company ”) is pleased to announce that, on 11 April 2008, the Company has entered into a non-legally binding Memorandum of Understanding (the “ Memorandum ”) with 中國煤化集團有限公司 (China Coal Chemical Group Limited) (the “ Seller ”). The Seller is wholly and beneficially owned by Mr. Zhu Gong Shan, Chairman of the Company and an executive director, and controlling shareholder of the Company.

Pursuant to the Memorandum, the Company will negotiate for a possible acquisition of part or all of the equity interests held by the Seller in the companies which own certain coal mines in China and are principally engaged in the production and sale of coal in China (the “ Possible Acquisition ”). Based on the assessment reports from technical advisers engaged by the Seller, it is currently estimated that the coal mines contain an aggregate coal reserves of about 642 million tons.

The Board considers that if the Possible Acquisition materialize, it will provide the Company and its subsidiaries (the “ Group ”) with a steady source of coal supply for our power plants, and minimize the Group’s risk on the fluctuation of coal price. The Board considers this is beneficial to the Company and the shareholders as a whole.

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Since the negotiation is in its preliminary stage and the terms have not been finalized, the Possible Acquisition may or may not proceed further. Further announcement in respect of the Possible Acquisition will be made by the Company in compliance with the Listing Rules and all applicable laws and regulations.

The Board wishes to emphasize that no binding agreement in relation to the Possible Acquisition has been entered into as at the date of this announcement. Shareholders and potential investors should exercise caution when dealing in the shares of the Company.

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

Hong Kong, 11 April 2008

As at the date of this announcement, the Board comprises Mr. Zhu Gong Shan (Chairman), Mr. Ji Jun, Mr. Sha Hong Qiu, Mr. Shu Hua, Mr. Yu Bao Dong, Ms. Sun Wei and Mr. Lau Wai Yip as executive Directors; Mr. Law Ryan Wing Cheung as non-executive Director; Mr. Heng Kwoo Seng, Mr. Qian Zhi Xin, Ir. Dr. Raymond Ho Chung Tai and Mr. Xue Zhong Su as independent non-executive Directors.

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