GCL Technology Holdings Limited — Proxy Solicitation & Information Statement 2008

Nov 28, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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, professional 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 to the purchaser, the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, 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 circular.

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)

DISCLOSEABLE AND CONNECTED TRANSACTION NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

A letter from the Board is set out on pages 4 to 11 of this circular.

A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders is set out on pages 12 to 13 of this circular. A letter from ICEA Capital Limited containing its advice to the Independent Board Committee and Independent Shareholders is set out on pages 14 to 23 of this circular.

A notice convening an EGM to be held at Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong on Tuesday, 16 December 2008, at 10:30 a.m. is set out on pages 36 to 37 of this circular. If you are not able to attend the meeting, you are strongly urged to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjourned meeting (as the case may be) should you so wish.

1 December 2008

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
The Sale and Purchase Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Information on Park Bright and Profit Excel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Financial Effect of the Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Reasons and Benefits for the Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Information on the Company and the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Non-competition Undertaking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Approval by Independent Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Procedure for Demanding a Poll by Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Further Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Letter from ICEA Capital Limited. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Appendix – General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
Notice of Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	36

– i –

DEFINITIONS

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

“Agreement” the sale and purchase agreement dated 15 April 2008 (as amended by a supplemental agreement dated 15 October 2008) entered into among others, Park Bright, Nextbest and Mr. Yang Wei Min in relation to the possible acquisition of Profit Excel

“Announcements” the announcements issued by the Company on 29 February 2008, 15 April 2008, 15 October 2008 and 12 November 2008 in relation to the possible acquisition of Profit Excel and the Disposal “associates” has the meaning ascribed to this term under the Listing Rules “Board” the board of Directors of the Company “BVI” the British Virgin Islands “Company” GCL-Poly Energy Holdings Limited（保利協鑫能源控股 有限公司）, a company incorporated in the Cayman Islands whose entire issued Shares are listed and traded on the Stock Exchange (stock code: 3800) “Completion” completion of the Disposal “connected person(s)” has the meaning ascribed to this term under the Listing Rules “Director(s)” director(s) of the Company “Disposal” the disposal of the entire issued share capital of Park Bright together with the Shareholder’s Loan of Park Bright “EGM” the extraordinary general meeting of the Company to be held and convened for the purpose of considering and, if thought fit, approving the Disposal and the transaction contemplated thereunder “Group” the Company and its subsidiaries from time to time

– 1 –

DEFINITIONS

“Highexcel”	Highexcel Investments Limited, a limited liability company
	incorporated in the BVI, which is wholly owned by Mr. Zhu
“HK$”	the lawful currency of Hong Kong
“Hong Kong”	The Hong Kong Special Administrative Region of the PRC
“Independent Board	the independent board committee comprising all the
Committee”	independent non-executive Directors to consider and advise the
	Independent Shareholders as to the fairness and reasonableness
	of the Disposal
“Independent Financial	ICEA Capital Limited, a licensed corporation under
Adviser” or “ICEA”	transitional arrangement carrying out Type 1 (dealing in
	securities) and Type 6 (advising on corporate finance)
	regulated activities under the SFO, and the independent
	financial adviser to the Independent Board Committee and the
	Independent Shareholders in respect of the Disposal
“Independent Shareholders”	Shareholders other than Highexcel and its associates
“Latest Practicable Date”	25 November 2008, being the latest practicable date for
	ascertaining certain information
“Lincang Runda	臨滄潤達水電有限公司(Lincang Runda Hydro Electricity
Hydropower”	Co., Ltd.*), a sino-foreign joint venture incorporated in the
	PRC
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Mr. Zhu”	Mr. Zhu Gong Shan, an executive Director and the chairman of
	the Company
“Nextbest”	Nextbest Holdings Limited（力佳控股有限公司）, the
	transferor under the Agreement
“Park Bright”	Park Bright Investments Limited（柏朗投資有限公司）, a
	direct wholly-owned subsidiary of the Company incorporated
	in the BVI with limited liability, the transferee under the
	Agreement

– 2 –

DEFINITIONS

“PRC”	the People’s Republic of China which, for the purpose of this
	circular, shall exclude Hong Kong, Macau and Taiwan
“Profit Excel”	Profit Excel Investments Limited（卓潤投資有限公司）, a
	limited liability company incorporated in the BVI which holds
	70% equity interest in Lincang Runda Hydropower
“RMB”	Renminbi, the lawful currency of the PRC
“Sale and Purchase	the sale and purchase agreement dated 12 November 2008
Agreement”	entered into between the Company and Sinopro
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)
“Share(s)”	share(s) of HK$0.10 each in the capital of the Company
“Shareholders”	shareholders of the Company
“Shareholder’s Loan”	the shareholder’s loan in the amount of RMB20,223,977.09
	(approximately HK$22,952,000) owed to the Company by Park
	Bright as of 29 October 2008
“Sinopro”	Sinopro Enterprises Limited, a limited liability company
	incorporated in the BVI and is wholly and beneficially owned
	by Mr. Zhu
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“%”	per cent.
“US$”	United States Dollars, the lawful currency of the United States
	of America

• for identification purposes

For the purpose of this circular, the following exchange rate is used:

HK$1.00 = RMB0.881 and US$1.00 = HK$7.80

– 3 –

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:

Mr. Zhu Gong Shan (Chairman) Mr. Ji Jun Mr. Sha Hong Qiu Mr. Shu Hua Mr. Yu Bao Dong Ms. Sun Wei Mr. Tong Yee Ming

Non-executive Director:

Mr. Tam Chor Kiu

Independent Non-Executive Directors:

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

Principal place of business in Hong Kong: Suite 3601, Two Exchange Square, Central, Hong Kong

Mr. Heng Kwoo Seng Mr. Qian Zhi Xin Dr. Raymond Ho Chung Tai Mr. Xue Zhong Su

1 December 2008

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION

INTRODUCTION

Reference is made to the Announcements in relation to the possible acquisition of Profit Excel by Park Bright and the Disposal.

As disclosed in the Announcements, Park Bright (as transferee) has entered into the Agreement with Nextbest (as transferor) and Mr. Yang Wei Min (as guarantor) in respect of the possible acquisition of 75% interest in Profit Excel, which in turn directly holds 70% equity interest in Lincang Runda Hydropower. As at the Latest Practicable Date, the sale and purchase of 75% interest in Profit Excel is not yet completed.

– 4 –

LETTER FROM THE BOARD

On 12 November 2008, the Company (as vendor) entered into the Sale and Purchase Agreement with Sinopro (as purchaser), pursuant to which Sinopro has conditionally agreed to acquire the entire issued share capital together with the Shareholder’s Loan of Park Bright from the Company, at a total consideration of HK$25,000,000.

Based on the applicable ratios (other than the profits ratio), the Disposal constitutes a discloseable transaction under Chapter 14 of the Listing Rules. The entire issued share capital of Sinopro is wholly and beneficially owned by Mr. Zhu, an executive Director and the chairman of the Company. Mr. Zhu, through Highexcel and its associates, is interested in approximately 36.25% of the entire issued share capital of the Company as at the Latest Practicable Date. Accordingly, Mr. Zhu is a connected person of the Company. Sinopro, being an associate of Mr. Zhu, is therefore a connected person of the Company. The Disposal also constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules which shall be subject to the approval of the Independent Shareholders at the EGM by way of poll.

The purpose of this circular is to (i) provide Shareholders with further information in relation to the Disposal; (ii) to set out the letter of advice from ICEA to the Independent Board Committee and the Independent Shareholders; (iii) the recommendation of the Independent Board Committee to the Independent Shareholders; and (iv) to set out the notice of EGM at which an ordinary resolution will be proposed to approve the Disposal and the transaction contemplated thereunder.

THE SALE AND PURCHASE AGREEMENT

Date

12 November 2008

Parties

• (a) the Company; and

• (b) Sinopro, a wholly-owned subsidiary of Mr. Zhu. Mr. Zhu is the executive Director and the chairman of the Company. Sinopro is a company incorporated in the BVI and the principal business activity of Sinopro is investment holding. Mr. Zhu, through Highexcel and his associates, is interested in approximately 36.25% of the entire issued share capital of the Company as at the Latest Practicable Date. Sinopro, being an associate of Mr. Zhu is therefore a connected person of the Company.

– 5 –

LETTER FROM THE BOARD

Assets to be disposed

1 share of Park Bright, representing the entire issued share capital of Park Bright together with the Shareholder’s Loan of Park Bright.

Consideration

The consideration for the Disposal is HK$25,000,000 which shall be paid in cash by Sinopro in the following manner:

• (1) a deposit (the “Deposit”) of HK$5,000,000 shall be paid within 7 days from the date of the Sale and Purchase Agreement; and

• (2) the balance of HK$20,000,000 will be paid on or before 31 March 2009.

In the event the Disposal does not proceed in accordance with the terms and conditions of the Sale and Purchase Agreement, unless agreed otherwise by the parties hereto, the Deposit shall be returned forthwith to Sinopro without interest.

The consideration for the Disposal was determined with reference to the deposit of RMB20,000,000 (approximately HK$22,701,476) paid for the acquisition of Profit Excel and prepayment of miscellaneous expenses of a total of approximately RMB20,223,984 (approximately HK$22,953,000) as of 29 October 2008. As Park Bright is newly incorporated, there is no actual business activity and no profits have been made since its incorporation. The consideration for the Disposal has been arrived at after arm’s length negotiations between the parties hereto. As such, the Directors consider that the terms and conditions of the Disposal to be fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

Conditions precedent

Completion of the Disposal shall be conditional upon and subject to, inter alia, the following conditions:

• (1) the Company having issued an announcement and a circular containing the details of the Disposal in accordance with the Listing Rules; and

• (2) approval by the Independent Shareholders in respect of the Disposal and the transaction contemplated thereunder.

– 6 –

LETTER FROM THE BOARD

If the above conditions precedent cannot be satisfied and the parties hereto cannot agree for extension, the Disposal will not proceed and the said deposit shall be returned forthwith to Sinopro without interest. As at the Latest Practicable Date, none of the above conditions have been fulfilled.

Completion

Completion of the Disposal shall take place on a date during the period from which the conditions precedent are fulfilled up to 31 March 2009. Sinopro shall give 3 days prior notice to the Company to confirm the date of Completion.

Upon Completion, the Company will no longer have any interest in Park Bright and Park Bright will no longer be a subsidiary of the Company.

INFORMATION ON PARK BRIGHT AND PROFIT EXCEL

Park Bright is a company incorporated in the BVI on 8 January 2008 and has a paid up capital of US$1.00 (equivalent to approximately HK$7.80). The principal business activity of Park Bright is investment holding.

As disclosed in the Announcements, Park Bright entered into the Agreement with Nextbest (as transferor) and Mr. Yang Wei Min (as guarantor) in respect of acquisition of 75% interest in Profit Excel, which in turn holds 70% equity interest in Lincang Runda Hydropower at a consideration of RMB35,700,000 (approximately HK$40,522,134). Park Bright has already paid a deposit of RMB20,000,000 (approximately HK$22,701,476) to Mr. Yang Wei Min and the remaining consideration of RMB15,700,000 (approximately HK$17,820,658) will be paid upon Completion. As at the Latest Practicable Date, the sale and purchase of 75% interest in Profit Excel is not yet completed. Completion of the purchase of 75% interest in Profit Excel is expected to take place after Completion but the completion date is not yet determined. The balance of RMB15,700,000 (approximately HK$17,820,658) will be paid by Park Bright upon completion of the acquisition of the 75% interest in Profit Excel.

Lincang Runda Hydropower is a joint venture company established in the PRC and is engaged in the business of the construction and operation of hydropower plants and sale of electricity. Lincang Runda Hydropower is currently engaged in operating a total installed capacity of 16.79MW hydropower plants and intends to engage in the construction of three new hydropower plants along Dazhai River（大寨河）with a planned capacity of 54MW in total.

According to the unaudited management accounts of Park Bright, as of 29 October 2008, the unaudited total assets were HK$22,953,000 and the unaudited net asset value for Park Bright was RMB7.12 (approximately HK$8.00). No business activity has been conducted since its incorporation save for the entering into the Agreement.

– 7 –

LETTER FROM THE BOARD

Profit Excel is a company incorporated in the BVI on 23 May 2006. According to the unaudited management accounts of Profit Excel, as of 28 April 2008, the net asset value for Profit Excel was HK$75,009 and the profits before and after tax for the period from 23 May 2006 to 28 April 2008 was HK$74,229.

FINANCIAL EFFECT OF THE DISPOSAL

It is estimated that the gain on Disposal is approximately HK$2,047,000, which will be recognized in the financial statements of the Group for the year ending 31 December 2008, being the difference between the consideration for the Disposal and the deposit of RMB20,000,000 (approximately HK$22,701,476) paid for the acquisition of Profit Excel and prepayment of other expenses of a total of approximately RMB20,223,984 (approximately HK$22,953,000) as of 29 October 2008. The Disposal will result in an increase in the assets and earnings and will not have any impact on the liabilities of the Company for the year ending 31 December 2008. The Group considers to use the proceeds arising from the Disposal as general working capital.

REASONS AND BENEFITS FOR THE DISPOSAL

In view of the recent global liquidity squeeze and credit crunch, the Group considers to take a more prudent and conservative approach by maintaining a reasonable level of cash on hand for the Group at this stage. As disclosed in the paragraph headed “Information on Park Bright and Profit Excel”, Licang Runda Hydropower will be involved in the construction of three new hydropower plants with a planned capacity of 54MW in total and it is estimated that the total capital investment for the construction of these three hydropower power plants is approximately RMB400 million (approximately HK$454 million), the Group considers that it is not in the best interest of the Group and the Shareholders at this stage to incur such substantial capital outlays. Moreover, Mr. Zhu has shown his interest in the project and has sufficient financial resources to invest. Based on the foregoing, the Group considers that the Disposal is in the interest of the Group and the Shareholders as a whole.

Based on the above reasons, the Board (including the independent non-executive Directors) considers that the terms of the Disposal are fair and reasonable, in the ordinary and usual course of business of the Company, on normal commercial terms and in the interests of the Company and the Shareholders as a whole.

INFORMATION ON THE COMPANY AND THE GROUP

The Group is one of the largest foreign-owned independent cogeneration plant operators in the PRC and has been principally engaged in the development, management and operation of cogeneration plants in Jiangsu Province and Zhejiang Province of the PRC.

– 8 –

LETTER FROM THE BOARD

NON-COMPETITION UNDERTAKING

Pursuant to the non-competition undertaking (the “Non-competition Undertaking”) dated 27 October 2007 given by Highexcel, Mr. Zhu and Mr. Zhu Yu Feng, the son of Mr. Zhu, (collectively the “Covenantors”), each of the Covenantors has undertaken to the Company (for itself and for the benefit of its subsidiaries) that, save and except that disclosed in the prospectus dated 31 October 2007, it would not, during the restricted period (as disclosed in the prospectus dated 31 October 2007), directly or indirectly, either on his/its own or in conjunction with or on behalf of any person, firm or company, among other things, carry on, participate or hold interests in or engaged in or acquire or hold (in each case whether as a shareholder, partner, agent or otherwise) any business which is involved in the construction, development, operation or management of power plant or sales of electricity or heat in the PRC (the “Restricted Business”). Licang Runda Hydropower is engaged in the construction and operation of hydropower plants and sale of electricity in the PRC, as such, the business scope of Licang Runda Hydropower falls within the definition of the Restricted Business. However, as such business opportunity arising from the Disposal is offered by the Company and not by any third party as referred to in the Non-competition Undertaking, the terms and conditions of the Non-competition Undertaking does not apply to the Disposal. Moreover, the business opportunity of developing hydropower plants is given by the Company after due and careful consideration by the Directors. The Disposal will not result in the breach of the Non-competition Undertaking by Mr. Zhu.

APPROVAL BY INDEPENDENT SHAREHOLDERS

Based on the applicable ratios (other than the profits ratio), the Disposal constitutes a discloseable transaction under Chapter 14 of the Listing Rules. The entire issued share capital of Sinopro is wholly and beneficially owned by Mr. Zhu. Mr. Zhu, through Highexcel and his associates, is interested in approximately 36.25% of the entire issued share capital of the Company as at the Latest Practicable Date. Accordingly, Mr. Zhu is a connected person of the Company. Sinopro, being an associate of Mr. Zhu, is therefore a connected person of the Company. The Disposal also constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules which shall be subject to the approval of the Independent Shareholders at the EGM by way of poll.

As at the Latest Practicable Date, Mr. Zhu and his associates are interested in 352,518,443 Shares, representing approximately 36.25% of the entire issued share capital of the Company and is the controlling Shareholders of the Company. Mr. Zhu and his associates will abstain from voting for the relevant resolution at the EGM to approve the Disposal and the transaction contemplated thereunder.

– 9 –

LETTER FROM THE BOARD

In view of the interests of Mr. Zhu in the Disposal, the Independent Board Committee has been appointed to advise the Independent Shareholders on whether the terms of the Sale and Purchase Agreement are in the interests of the Company and are fair and reasonable so far as the Independent Shareholders are concerned. ICEA has been appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the terms and conditions governing the Disposal.

EGM

Set out on pages 36 to 37 of this circular is a notice convening the EGM which is to be held at Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong at 10:30 a.m. on Tuesday, 16 December 2008. The EGM will be held for the purpose of considering and, if thought fit, approving the Disposal and the transaction contemplated thereunder.

A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the meeting in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 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 the holding of the EGM. Completion of the form of proxy will not preclude you from attending and voting at the meeting or any adjourned meeting should you so desire.

PROCEDURE FOR DEMANDING A POLL BY SHAREHOLDERS

Pursuant to Article 66 of the articles of association of the Company, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless voting by way of a poll is required by the Listing Rules or (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by:

• (a) the chairman of the meeting; or

• (b) at least three Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

• (c) a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all the Shareholders having the right to vote at the meeting; or

– 10 –

LETTER FROM THE BOARD

• (d) by a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and holding Shares in the Company conferring a right to vote at the meeting before Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right; or

• (e) if required by the Listing Rules, by any Directors or Directors who, individually or collectively, hold proxies in respect of shares representing 5% or more of the total voting rights at such meeting.

A demand by a person as proxy for a Shareholder or in the case of a Shareholder being a corporation by its duly authorized representative shall be deemed to be the same as a demand by a Shareholder.

RECOMMENDATIONS

Your attention is drawn to (i) the letter from the Independent Board Committee which contains the recommendations of the Independent Board Committee to the Independent Shareholders regarding the resolution to approve the Disposal and the transactions contemplated thereunder and (ii) the letter from ICEA which contains its recommendations to the Independent Board Committee and the Independent Shareholders in respect of the Disposal and the principal factors and reasons considered by ICEA in arriving at its recommendations.

The Independent Board Committee, having taken into account the advice of ICEA, considers that the terms of the Sale and Purchase Agreement are fair and reasonable so far as the Independent Shareholders are concerned, on normal commercial terms and that the Disposal is in the interests of the Company and the Independent Shareholders as a whole. Accordingly, the Independent Board Committee recommends the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Disposal and the transaction contemplated thereunder.

FURTHER INFORMATION

Your attention is drawn to the letter from the Independent Board Committee as set out on pages 12 to 13 of this circular, the letter from ICEA, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, and further information set out in the appendix to this circular.

By order of the Board Zhu Gong Shan Chairman

– 11 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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)

To the Independent Shareholders

1 December 2008

Dear Sir and Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION

We refer to this circular dated 1 December 2008 issued by the Company to the Shareholders, of which this letter forms part. Unless the context otherwise requires, terms defined in this circular shall have the same meanings when used in this letter.

As the Independent Board Committee, we have been appointed to advise the Independent Shareholders as to whether, in our opinion, the Sale and Purchase Agreement and the transaction contemplated thereunder are in the ordinary and usual course of business of the Company and in the interests of the Company and the Shareholders as a whole, and the terms of which are on normal commercial terms, fair and reasonable so far as the Independent Shareholders are concerned. None of the members of the Independent Board Committee have any direct or indirect interest in the Sale and Purchase Agreement. In addition, ICEA has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the terms and conditions governing the Disposal.

We wish to draw your attention to (i) the letter of advice from ICEA as set out on pages 14 to 23 of this circular; and (ii) the letter from the Board as set out on pages 4 to 11 of this circular, which set out information relating to, and the reasons for and benefits of the Disposal.

– 12 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

As the Company’s independent non-executive Directors, we have discussed with the management of the Company the reasons for and benefits of the Disposal and the basis upon which the terms of the Sale and Purchase Agreement have been determined. We have considered the factors and reasons considered by, and the opinions and recommendations of, ICEA as set out on pages 14 to 23 of this circular. We concur with the view of ICEA that the Disposal and the transaction contemplated under the Sale and Purchase Agreement are in the ordinary and usual course of business of the Company and in the interests of the Company and the Shareholders as a whole, and the terms of which are on normal commercial terms, fair and reasonable as far as the Independent Shareholders are concerned. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution approving the Sale and Purchase Agreement to be proposed at the EGM.

HENG Kwoo Seng

Yours faithfully, For and on behalf of the Independent Board Committee QIAN Zhi Xin Raymond HO Chung Tai XUE Zhong Su

Independent non-executive Directors

– 13 –

LETTER FROM ICEA CAPITAL LIMITED

The following is the text of the letter of advice to the Independent Board Committee and the Independent Shareholders from ICEA Capital Limited dated 1 December 2008 for the purpose of inclusion in this circular.

26th Floor, ICBC Tower 3 Garden Road, Central Hong Kong

1 December 2008

To the Independent Board Committee and the Independent Shareholders

Dear Sirs,

DISCLOSEABLE AND CONNECTED TRANSACTION

We refer to our engagement as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders on the fairness and reasonableness of, and as to whether the disposal by the Company of its interests in the entire issued share capital of Park Bright together with the Shareholders’ Loan to Sinopro (the “Disposal”) is in the interests of the Company and its Shareholders as a whole, as well as to advise the Independent Shareholders on how to vote for the relevant resolution to be proposed at the EGM. Details of the Disposal are set out in the Company’s announcement dated 12 November 2008 and this circular of which this letter forms part. Capitalized terms used in this letter shall have the same meanings as defined in this circular unless the context otherwise requires.

On 12 November 2008, the Company entered into the Sale and Purchase Agreement with Sinopro, pursuant to which Sinopro has conditionally agreed to acquire the entire issued share capital of Park Bright together with the Shareholder’s Loan from the Company at a total consideration of HK$25,000,000. Park Bright is a wholly-owned subsidiary of the Company and its principal business is investment holding. As disclosed in the Announcements, Park Bright (as transferee) has entered into the Agreement with Nextbest (as transferor) and Mr. Yang Wei Min (as guarantor) in respect of the possible acquisition of 75% interest in Profit Excel, which in turn directly holds 70% equity interest in Lincang Runda Hydropower. However, as at the Latest Practicable Date, Park Bright has not yet completed the acquisition of 75% interest in Profit Excel and hence, Profit Excel is not yet a subsidiary of Park Bright.

– 14 –

LETTER FROM ICEA CAPITAL LIMITED

Based on the applicable ratios (other than the profits ratio), the Disposal constitutes a discloseable transaction under Chapter 14 of the Listing Rules. The entire issued share capital of Sinopro is wholly and beneficially owned by Mr. Zhu, an executive Director and the chairman of the Company. Mr. Zhu, through Highexcel, is interested in approximately 36.25% of the entire issued share capital of the Company as at the Latest Practicable Date. Accordingly, Mr. Zhu is a connected person of the Company. Sinopro, being an associate of Mr. Zhu, is therefore a connected person of the Company. The Disposal also constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules which shall be subject to the approval of the Independent Shareholders at the EGM by way of poll.

We, ICEA Capital Limited, have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of the Disposal are fair and reasonable so far as the Independent Shareholders are concerned, and whether the Disposal is in the interests of the Company and its Shareholders as a whole, as well as to advise the Independent Shareholders on how to vote for the relevant resolution to be proposed at the EGM.

In formulating our recommendation, we have relied, without assuming any responsibility for independent verification, on the information, opinions and facts supplied and representations made to us by the Company, the Directors, who have assumed full responsibility for the accuracy of the information contained in this circular, and the management of the Company. We have also assumed that all the information, statements and representations made or referred to in this circular were true, accurate and complete in all material respects at the time they were made and continue to be true at the date of the EGM and that they may be relied upon. We have no reason to doubt the truthfulness, accuracy and completeness of the information and representation provided to us by the Company, the Directors and the management of the Company. We have also relied on certain information available to the public and have assumed such information to be accurate and reliable, and we have not independently verified the accuracy of such information. We have studied the relevant market and other conditions and trends relevant to the Disposal.

We consider that we have reviewed sufficient information to reach an informed view in order to provide a reasonable basis for our advice. We have not, however, carried out any independent verification of the information provided to us nor have we conducted any form of independent indepth investigation into the business affairs or assets and liabilities of the Company, Park Bright, Sinopro or any of their respective subsidiaries or associated companies. In addition, we have not conducted any physical inspection of the properties or facilities of the Company, Park Bright, Sinopro or any of their respective subsidiaries or associated companies. As the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, we have not been involved in the negotiations in respect of the terms of the Sale and Purchase Agreement. Our opinion has been made on the assumption that all obligations to be performed by each of the parties to the Disposal will be fully performed in accordance with the terms thereof.

– 15 –

LETTER FROM ICEA CAPITAL LIMITED

Our opinion is based upon the financial, economic, market, regulatory, and other conditions as they exist on, and the facts, information, and opinions made available to us up to the Latest Practicable Date. We have no obligation to update this opinion to take into account events occurring after the Latest Practicable Date. This letter is for the information of the Independent Board Committee and the Independent Shareholders solely in connection with their consideration of the Disposal and, except for its inclusion in this circular, is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purpose, without our prior written consent.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion for the Disposal, we have taken into consideration the principal factors and reasons set out below. In reaching our conclusion, we have considered the results of the analysis on all such factors and reasons taken as a whole.

Background

As stated in the letter from the Board in this circular (the “Board Letter”), the Group is one of the largest foreign-owned independent cogeneration plant operators in the PRC and is principally engaged in the development, management and operation of cogeneration plants in the PRC.

As disclosed in the Announcements, Park Bright (as transferee) has entered into the Agreement with Nextbest (as transferor) and Mr. Yang Wei Min (as guarantor) in respect of the possible acquisition of 75% interest in Profit Excel, which in turn directly holds 70% equity interest in Lincang Runda Hydropower, at a consideration of RMB35,700,000 (equivalent to approximately HK$40,522,134) (the “Acquisition”). In respect of the Acquisition, Park Bright has paid a refundable deposit of RMB20,000,000 (equivalent to approximately HK$22,701,476) to Mr. Yang Wei Min and the remaining balance of RMB15,700,000 (equivalent to approximately HK$17,820,658) will be payable upon completion of the Acquisition. As at the Latest Practicable Date, the Acquisition was not yet completed.

– 16 –

LETTER FROM ICEA CAPITAL LIMITED

Lincang Runda Hydropower is a joint venture company established in the PRC. Lincang Runda Hydropower is currently engaged in operating hydropower plants with a total installed capacity of 16.79MW. As disclosed in the announcement of the Company dated 15 April 2008, it has been agreed that Park Bright and Nextbest would jointly invest in the construction of three new hydropower plants along Dazhai River（大寨河）with a planned capacity of 54MW in total (“54MW Hydropower Project”). As discussed with the management of the Company, it is estimated that the total capital investment for 54MW Hydropower Project would be approximately RMB400 million (equivalent to approximately HK$454 million). Furthermore, it is also intended that Lincang Runda Hydropower will construct additional hydropower plants with a total planned capacity of 50MW along Yong’an River（永安河）and Hemeng River（賀勐河）and hydropower plants with a planned capacity of 189.52MW within Lincang area in the future. We understand from the Company that the amount of capital investment for the above two proposed projects have not yet been determined as at the Latest Practicable Date.

The completion of the Acquisition shall be subject to the fulfillment (or waiver by Park Bright) of the conditions precedent of the Agreement within six months from the date of the Agreement, i.e. 15 October 2008 or such other date as may be agreed among the parties to the Agreement. On 15 October 2008, the parties to the Agreement entered into a supplemental agreement pursuant to which the date of fulfilling conditions precedent of the Agreement is extended for one month to 15 November 2008. As at the Latest Practicable Date, the Acquisition was not yet completed.

– 17 –

LETTER FROM ICEA CAPITAL LIMITED

On 12 November 2008 (before the completion of the Acquisition), the Company (as vendor) entered into the Sale and Purchase Agreement with Sinopro (as purchaser) pursuant to which the Company conditionally agreed to dispose of its interest in the entire issued share capital of Park Bright together with the Shareholder’s Loan to Sinopro at a total consideration of HK$25,000,000. The shareholding structures of Park Bright immediately before and after completion of the Disposal are set forth below:

Immediately before completion of

Immediately after completion of the Disposal the Disposal

==> picture [404 x 348] intentionally omitted <==

----- Start of picture text -----

Mr. Zhu Mr. Zhu
100% 100% 100% 100%
Highexcel Sinopro Highexcel Sinopro
36.25% 36.25% 100%
The Company The Company Park Bright
100% 75%
Park Bright Profit Excel
75% 70%
Lincang Runda
Profit Excel
Hydropower
70%
Lincang Runda
Hydropower
----- End of picture text -----

• The acquisition of 75% interest in Profit Excel by Park Bright was not yet completed as at the Latest Practicable Date.

– 18 –

LETTER FROM ICEA CAPITAL LIMITED

According to the unaudited management accounts of Park Bright, as at 29 October 2008, the net asset value of Park Bright was approximately HK$8 and the deposit paid for acquisition of Profit Excel and prepayment of other expenses amounted to a total of approximately RMB20,223,984 (equivalent to approximately HK$22,953,000). As stated in the Board Letter, Park Bright has not conducted any business activity since its incorporation, save for entering into the Agreement.

Profit Excel is a company incorporated in the BVI on 23 May 2006. According to the unaudited management accounts of Profit Excel, as of 28 April 2008, the net asset value of Profit Excel was approximately HK$75,009 and the profits before and after tax for the period since 23 May 2006 to 28 April 2008 was approximately HK$74,229.

Reasons for the Disposal

As set out in the Board Letter, the Group considers to take a more prudent and conservative approach by maintaining a reasonable level of cash on hand for the Group at this stage in view of the recent global liquidity squeeze and credit crunch. In light of the foregoing, the Company decided to dispose of its entire interest in Park Bright to avoid further significant capital investment for the 54MW Hydropower Project. We understand that if the Acquisition was completed as planned before and without the Disposal, Profit Excel, which in turn directly holds 70% equity interest in Lincang Runda Hydropower, would become a subsidiary of the Group and the Group would be obliged to incur substantial capital outlays for the 54MW Hydropower Project with an estimated total capital investment of approximately RMB400 million (equivalent to approximately HK$454 million). We consider that the Disposal not only avoids significant capital investment to be made by the Company during the global credit crunch but also provides the Group with a cash inflow of HK$25,000,000 which will improve its cashflow position.

We have considered the financial status of the Group as disclosed in its interim report for the six months ended 30 June 2008 (“2008 Interim Report”), the Group had net current liabilities of approximately HK$760 million as at 30 June 2008. As discussed with the management of the Company, the Group would need to raise additional funds in order to finance the 54MW Hydropower Project which may further increase the net current liabilities of the Group if the Acquisition was completed as planned. In this regard, we are of the view that it may not be desirable for the Group to proceed with the Acquisition at this stage which might reduce the Group’s cash balances or increase the Group’s debt level and may in turn worsen its net current liabilities position.

– 19 –

LETTER FROM ICEA CAPITAL LIMITED

We have also considered the debt level of the Group and as disclosed in the 2008 Interim Report, as at 30 June 2008, the Group’s short-term borrowings amounted to approximately HK$1,794 million and its long-term borrowings amounted to approximately HK$2,203 million; while its pledged bank deposits, and bank balances and cash amounted to approximately HK$298 million and approximately HK$670 million respectively, resulting in a net debt to equity ratio (being the balance of total bank and other borrowings net of bank balances, cash and pledged bank deposits divided by the balance of equity attributable to equity holders of the Company) of approximately 115.8%. If the Group did not enter into the Sale and Purchase Agreement for the Disposal and was required to complete the Acquisition, the Group would need to raise additional funding to finance the 54MW Hydropower Project. Assuming the 54MW Hydropower Project was wholly-financed by bank borrowings and other circumstances being equivalent to the financial positions of the Group as at 30 June 2008 as disclosed in the 2008 Interim Report, such additional bank borrowings would increase the Group’s net debt to equity ratio, which, in our opinion, would be undesirable for the Group.

As discussed with the management of the Company, the Group would need to raise further funds including bank borrowings to finance the 54MW Hydropower Project if the Acquisition was completed without the Disposal. However, we noted that there are trends of contraction in the PRC credit market resulting from the austerity policy recently imposed by the PRC government. It was evident by (i) the decrease of 3.5% of total balance of RMB bank loans newly granted by financial institutions in the PRC in the first half of 2008 comparing with that in the first half of 2007; and (ii) the People’s Bank of China has accumulatively increased the RMB reserve requirement ratio for depository financial institutions from 13.5% in November 2007 to approximately 16% as at the Latest Practicable Date.

In addition, we also noted from the Announcements that Park Bright is yet to settle the balance of consideration for the Acquisition which amounts to RMB15,700,000 (equivalent to approximately HK$17,820,658) as at the Latest Practicable Date. In this connection, the Group would incur a cash outflow of RMB15,700,000 for the remaining balance of consideration of the Acquisition.

– 20 –

LETTER FROM ICEA CAPITAL LIMITED

As set out in the Board Letter, pursuant to the Non-competition Undertaking dated 27 October 2007 given by Highexcel, Mr. Zhu and Mr. Zhu Yu Feng, the son of Mr. Zhu, despite the business scope of Licang Runda Hydropower falls within the definition of the Restricted Business, as such business opportunity arising from the Disposal is offered by the Company and not by any third party as referred to in the Non-competition Undertaking, the terms and conditions of the Noncompetition Undertaking do not apply to the Disposal. As the business opportunity of developing hydropower plants is given up by the Company after due and careful consideration by the Directors by taking into account the prevailing investment environment in the PRC and the Group’s prudent investment strategies after the recent outbreak of global credit crunch, we concur with the view of the Directors that the Disposal is in the interests of the Company and Shareholders as a whole.

Having considered the recent global credit crunch and contracting PRC credit markets, we consider that it may not be easy to raise funds through bank borrowings. In this regard, we concur that it is in the interests of the Company and the Shareholders as a whole for the Group to dispose of Park Bright, whereby alleviating the Group’s financial burden arising from the imminent capital requirement to settle the remaining balance of the consideration for the Acquisition and the subsequent capital investment required for the projects contemplated under the Agreement.

Consideration and principal terms of the Disposal

The consideration for the Disposal is HK$25,000,000 which shall be paid in cash by Sinopro in two installments with a deposit of HK$5,000,000 payable within 7 days from the date of the Sale and Purchase Agreement; and the balance of HK$20,000,000 payable on or before 31 March 2009.

Completion of the Disposal shall be conditional upon and subject to, inter alia, the following conditions:

• (1) the Company having issued an announcement and a circular containing the details of the Disposal in accordance with the Listing Rules; and

• (2) approval by the Independent Shareholders in respect of the Disposal and the transaction contemplated thereunder.

If the above conditions precedent cannot be satisfied and the parties thereto cannot agree for extension, the Disposal will not proceed and the said deposit shall be returned forthwith to Sinopro without interest.

– 21 –

LETTER FROM ICEA CAPITAL LIMITED

The consideration for the Disposal has been arrived at after arm’s length negotiations among the parties to the Sale and Purchase Agreement with reference to the deposit paid for acquisition of Profit Excel and prepayment of other expenses which amounted to a total of approximately RMB20,223,984 (equivalent to approximately HK$22,953,000) according to the unaudited management accounts of Park Bright as of 29 October 2008. As Park Bright is newly incorporated, there has been no actual business activity and no profits have been made since its incorporation. The consideration of the Disposal of HK$25,000,000 represents a premium of approximately 8.9% to the deposit paid for acquisition of Profit Excel and prepayment of other expenses of a total of approximately RMB20,223,984 (equivalent to approximately HK$22,953,000) as at 29 October 2008. As such, we concur with the Directors’ view that the terms and conditions of the Disposal are fair and reasonable, in the ordinary and usual course of business of the Company, on normal commercial terms and are in the interests of the Company and the Shareholders as a whole.

FINANCIAL EFFECTS OF THE DISPOSAL

Earnings

As stated in the Board Letter, it is estimated that the gain on the Disposal is approximately HK$2,047,000, which will be recognized in the financial statements of the Group for the year ending 31 December 2008, being the difference between the consideration for the Disposal and the deposit of RMB20,000,000 (equivalent to approximately HK$22,701,476) paid for acquisition of Profit Excel and prepayment of other expenses which amounted to a total of approximately RMB20,223,984 (equivalent to approximately HK$22,953,000) as of 29 October 2008. According to its unaudited management accounts of Park Bright for the period from its date of incorporation to 29 October 2008, no profits have been made by Park Bright and hence there is no earnings impact on the Group save for the gain on the Disposal on the Group’s consolidated financial statements.

Working capital and liquidity

As stated in the Board Letter, the Disposal will result in an increase in the assets and earnings and will not have any impact on the liabilities of the Company for the year ending 31 December 2008. The consideration of the Disposal will be paid in cash and the Group intends to use such proceeds as general working capital. Proceeds from the Disposal would bring cash inflow of HK$25,000,000 to the Group, thereby enhancing its overall liquidity and cash positions.

– 22 –

LETTER FROM ICEA CAPITAL LIMITED

RECOMMENDATION

Having considered the above principal factors and reasons, in particular,

• (i) the Disposal would alleviate the Group’s financial burden arising from the imminent capital requirements to settle the remaining balance of the consideration for the Acquisition and the initial capital contribution for the construction of new power plants contemplated under the Agreement;

• (ii) the immediate cash inflow arising from the Disposal would enable the Group to maintain a reasonable level of cash, preserve its financial flexibility for its operations and enhance the Group’s overall liquidity and cash position; and

• (iii) the consideration for the Disposal represents a premium of approximately 8.9% to the deposit of RMB20,000,000 (equivalent to approximately HK$22,701,476) paid for acquisition of Profit Excel and prepayment of other expenses which amounted to a total of approximately RMB20,223,984 (equivalent to approximately HK$22,953,000) as of 29 October 2008;

we consider that the Disposal is in the interests of the Company and the Shareholders as a whole, and the terms and conditions of the Disposal are fair and reasonable, in the ordinary and usual course of business of the Company, on normal commercial terms so far as the Independent Shareholders are concerned. Accordingly, we advise the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the resolution to approve the Disposal at the EGM.

Yours faithfully, For and on behalf of ICEA Capital Limited

Fabian Shin

Managing Director

Kevin Ma

Senior Vice President

– 23 –

GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular in relation to the Company and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement in this circular misleading.

2. DISCLOSURE OF INTERESTS

(a) Directors of the Company

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executives of the Company in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which were required (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were deemed or taken to have under such provisions of the SFO); or (b) to be and were recorded in the register required to be kept pursuant to Section 352 of the SFO, or (c) as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) were as follows:

(i) Long Positions in shares/underlying shares of the Company

			Number of
	Number of		underlying		Percentage
	ordinary shares		shares held		of issued
Name of Directors/	Corporate	Personal	under equity		share
Chief Executive	interests	interest	derivatives	Total	capital
Zhu Gong Shan (Note 1)	352,518,443	–	118,395,719	470,914,162	48.43%
Sha Hong Qiu (Note 2)	–	–	1,680,000	1,680,000	0.17%
Ji Jun (Note 2)	–	–	1,500,000	1,500,000	0.15%
Shu Hua (Note 2)	–	–	1,500,000	1,500,000	0.15%
Yu Bao Dong (Note 2)	–	–	1,500,000	1,500,000	0.15%
Sun Wei (Note 2)	–	2,843,000	1,500,000	4,343,000	0.45%
Tong Yee Ming	–	20,000	–	20,000	0.002%

– 24 –

GENERAL INFORMATION

APPENDIX

Notes:

• (1) Mr. Zhu Gong Shan, who is the Director and the controlling Shareholder, is the director and the legal and beneficial owner of the entire issued share capital of Highexcel and is deemed to be interested in the Shares held by Highexcel. Mr. Zhu Gong Shan is also the director and the beneficial owner of Get Famous Investments Limited (“Get Famous”), which entered into the Sale and Purchase Agreement dated 11 August 2008 as vendor with a subsidiary of the Company as purchaser. Upon the first completion and the second completion of the said agreement, Get Famous or its nominee will receive the convertible notes in a total amount not more than RMB127,936,000 (equivalent to approximately HK$145,216,780). Get Famous or its nominee has the right to convert any part of the principal amount of the convertible notes into Shares at the conversion price of HK$1.23 (subject to adjustment).

• (2) The share options were granted by the Company to the Directors under the Pre-IPO share option scheme. These options can be exercised by the Directors at various intervals during the period from 13 November 2010 to 12 November 2017 at an exercise price of HK$4.10.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and chief executives of the Company had or was deemed to have any interests or short position in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which was required (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he/she was taken or deemed to have under such provisions of the SFO); or (b) which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or (c) which were required, pursuant to the Model Code contained in the Listing Rules, to be notified to the Company and the Stock Exchange.

– 25 –

GENERAL INFORMATION

APPENDIX

(b) Substantial Shareholders

As at the Latest Practicable Date, so far as is known to any Director or chief executive of the Company, the following persons (other than a Director or chief executive of the Company) had an interest or short position in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who were directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at the general meeting of any other member of the Group:

(i) Long Position in the shares and underlying shares of the Company

		Number
		of shares/	Percentage
	Capacity/	Underlying	of issued
Name	nature of interest	shares held	share capital
Get Famous Investments Limited (Note 1)	Beneficial owner	118,395,719	12.18%
Highexcel Investments Limited (Note 1)	Beneficial owner	352,518,443	36.25%
MS China 3 Limited (Note 2)	Beneficial owner	160,080,000	16.46%
Morgan Stanley Emerging Markets Inc.	Interest of controlled	160,080,000	16.46%
(Note 2)	corporation
Morgan Stanley (Notes 2, 3)	Interest of controlled	160,608,000	16.52%
	corporation
Poly (Hong Kong) Investments Limited	Interest of controlled	134,791,004	13.86%
(Note 3)	corporation

Notes:

• (1) Mr. Zhu Gong Shan, who is the Director and the controlling Shareholder, is the director and the legal and beneficial owner of the entire issued share capital of Highexcel and is deemed to be interested in the Shares held by Highexcel. Mr. Zhu Gong Shan is also the director and the beneficial owner of Get Famous, which entered into the sale and purchase agreement dated 11 August 2008 as vendor with a subsidiary of the Company as purchaser. Upon the first completion and the second completion of the said agreement, Get Famous or its nominee will receive the convertible notes in a total amount not more than RMB127,936,000 (equivalent to approximately HK$145,216,780). Get Famous or its nominee has the right to convert any part of the principal amount of the convertible notes into Shares at the conversion price of HK$1.23 (subject to adjustment).

– 26 –

GENERAL INFORMATION

APPENDIX

• (2) MS China 3 Limited is a wholly-owned subsidiary of Morgan Stanley Emerging Markets Inc. which in turn is wholly-owned by Morgan Stanley. Morgan Stanley Emerging Markets Inc. and Morgan Stanley are therefore deemed to be interested in 160,080,000 Shares held by MS China 3 Limited.

• (3) The interest of Morgan Stanley in the Company is held through:

• (a) Morgan Stanley & Co Inc. which held 25,000 Shares and is a wholly-owned subsidiary of Morgan Stanley. Morgan Stanley is therefore deemed to be interested in 25,000 Shares;

• (b) Morgan Stanley & Co International plc. which held 503,000 Shares and is whollyowned by Morgan Stanley UK Group. Morgan Stanley UK Group is whollyowned by Morgan Stanley Group (Europe) which in turn is held as to 98.3% by Morgan Stanley International Limited. Morgan Stanley International Limited is an indirect wholly-owned subsidiary of Morgan Stanley. Accordingly, Morgan Stanley is deemed to be interested in 503,000 Shares held by Morgan Stanley & Co International plc.; and

Mr. Tam Chor Kiu, the non-executive Director, is currently an employee of Morgan Stanley.

• (4) The interest of Poly (Hong Kong) Investments Limited is held through its indirect whollyowned subsidiary, Power Jade Holdings Limited.

• (5) The total number of ordinary shares in issue as at the Latest Practicable Date was 972,419,487.

– 27 –

GENERAL INFORMATION

APPENDIX

(ii) Long Position in the shares/registered capital of the members of the Group

		Capacity/	Contributed	Percentage
Name of member		nature of	registered	of registered
of the Group	Name of shareholder(s)	interest	capital	capital
			(RMB unless
			otherwise
			stated)
Fengxian Xinyuan	江蘇金馬房地產有限公司	Beneficial owner	32,340,000	49%
Biological	(Jiangsu Jinma
Environmental	Property Co. Ltd.*)
Protection
Cogen-Power Co., Ltd.
Haimen Xinyuan	江蘇電力發展股份	Beneficial owner	US$2,320,000	29%
Environmental	有限公司
Protection Co-	(Jiangsu Electric
Generation Co., Ltd.	Development Co. Ltd.*)
	江蘇通供集體資產	Beneficial owner	US$1,600,000	20%
	有限公司
	(Jiangsu Tong Gong
	Holding Asset Co. Ltd.*)
Kunshan Xinyuan	蘇州鑫圓資產投資	Beneficial owner	29,050,000	25%
Environmental	有限公司
Protection Cogen-	(Suzhou Xin Yuan Asset
Power Co., Ltd.	Investments Co. Ltd.*)
	昆山高科技有限公司
	(Kunshan Technology
	Co., Ltd.*)
Yangzhou Harbour	揚州蘇源集團有限公司	Beneficial owner	US$3,094,960	22%
Sludge Cogen-Power	(Yangzhou Suyuan
Co., Ltd.	Holdings Co. Ltd*)
	江蘇電力發展股份	Beneficial owner	US$3,094,960	22%
	有限公司
	(Jiangsu Electric
	Development Co. Ltd.*)

– 28 –

GENERAL INFORMATION

APPENDIX

		Capacity/	Contributed	Percentage
Name of member		nature of	registered	of registered
of the Group	Name of shareholder(s)	interest	capital	capital
			(RMB unless
			otherwise
			stated)
Suzhou Industrial Park	中新蘇州工業園區市政	Beneficial owner	90,000,000	30%
Blue Sky Gas Cogen-	公用發展集團有限公司
Power Co., Ltd.	(Zhongxin Suzhou
	Industrial Park
	Municipal Public Utility
	Development Holding
	Co. Ltd.*)
	蘇州蘇鑫資產投資	Beneficial owner	57,000,000	19%
	有限公司
	(Suzhou Suxin Asset
	Investments Co. Ltd.*)
Xuzhou Baoxin Sludge	華潤天能（徐州）煤電	Beneficial owner	23,808,000	24%
Power Co., Ltd.	有限公司
	China Resources Tianneng
	(Xuzhou) Coal & Power
	Co., Ltd.
Inner Mongolia Duolun	錫林浩特煤礦有限公司	Beneficial owner	19,104,400	20%
Golden Concord	(Inner Mongolia Xilinhot
Mining Limited	Coal Mine Co., Ltd.*)
	Ganghua (Hong Kong)	Beneficial owner	16,000,000	25%
	Company Limited

• for identification only

Save as aforesaid, so far as is known to any Directors or chief executive of the Company, as at the Latest Practicable Date, no other person (who is not a Director or chief executive of the Company) had an interest or short position in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO or which were recorded in the register kept by the Company under section 336 of the SFO or, who were directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group or held any option in respect of such capital.

– 29 –

GENERAL INFORMATION

APPENDIX

Save for Mr. Zhu and Mr. Tam Chor Kiu, as at the Latest Practicable Date, none of the Directors was a director or employee of a company which has an interest or a short position in the shares or underlying shares which would fall to be disclosed to the Company under the provisions of Division 2 and 3 of Part XV of the SFO.

3. LITIGATION

As at the Latest Practicable Date, so far as known to the Directors, no members of the Group were engaged in any litigation or arbitration of material importance and there were no other litigation or claim of material importance which was known to the Directors to be pending or threatened against any members of the Group.

4. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with the Company or any members of the Group which does not determinable within one year without payment of compensation, other than statutory compensation.

5. MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change in the financial or trading position of the Company and its subsidiaries since 31 December 2007, the date to which the latest published financial statements of the Group were made up.

– 30 –

GENERAL INFORMATION

APPENDIX

6. DIRECTORS’ INTERESTS IN THE COMPANY AND ITS SUBSIDIARIES’ ASSETS OR CONTRACTS

Save as disclosed in the announcements dated 11 January 2008, 3 March 2008, 1 April 2008, 11 April 2008 and 11 August 2008 issued by the Company in relation to respectively:

• (i) the acquisition of a 30.6% equity interest in the Funing Cogeneration Plant at a consideration of HK$28,031,865, a 100% equity interest in the Puyuan Cogeneration plant at a total consideration of RMB69,018,150 (approximately HK$78,340,692) and HK$22,024,329, a 100% equity interest in the Xinneng Cogeneration Plant at a consideration of HK$48,359,993, a 100% equity interest in Suzhou Fuel Company at a consideration of HK$14,062,059 by the Group from associates of Mr. Zhu, which have already been completed on or before 31 December 2007, and the acquisition of a 49% equity interest in the Beijing Cogeneration Plant at a consideration of RMB145,788,475 (approximately HK$165,480,000) by the Group from an associate of Mr. Zhu, which has been completed on 2 January 2008;

• (ii) on 29 February 2008, the Company served a written notice to Profit Act Limited (which is wholly and beneficially owned by Mr. Zhu) that it has decided not to exercise the option and the right of first refusal granted to the Company by Highexcel, Mr. Zhu and Mr. Zhu Yu Feng (son of Mr. Zhu) under the deed of non-competition undertaking dated 27 October 2007 to acquire the 70% equity interest in the Baoxin Project Company;

• (iii) the acquisition of the entire equity interest in the Huitengliang Project Company by the Group from an associate of Mr. Zhu at a consideration of RMB20,014,398 (approximately HK$22,717,818), which has been completed on 28 March 2008; and

• (iv) the entering into of a non-legally binding memorandum of understanding dated 11 April 2008 between the Company and China Coal Chemical Group Limited (“China Coal”), which is wholly and beneficially owned by Mr. Zhu, for a possible acquisition of part or all of the equity interests held by China Coal in the companies which own certain coal mines in the PRC for a consideration to be determined by the parties; and

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GENERAL INFORMATION

APPENDIX

• (v) the entering into of a sale and purchase agreement on 11 August 2008 between the Company and Get Famous Investments Limited (which is wholly and beneficially owned by Mr. Zhu) to conditionally acquire 100% of the issued share capital of Joint Loyal Holdings Limited, which will beneficially own 55% of the equity interest of Duolun Mine project on or before completion for an aggregate consideration of not more than RMB127,936,000 (approximately HK$145,216,780), comprising (i) as to RMB85,000,000 (approximately HK$96,481,271) for the acquisition of shares and (ii) up to approximately RMB42,936,000 (approximately HK$48,735,528) for the subsequent increase in registered capital;

as at the Latest Practicable Date, none of the Directors had any interest in any assets which have been since 31 December 2007 (being the date to which the latest published audited consolidated accounts of the Group were made up) acquired or disposed of by or leased to the Group, or were proposed to be acquired or disposed of by or leased to the Group.

Save as disclosed above, none of the Directors is materially interested in any contracts or arrangement subsisting at the date of this circular and which is significant in relation to the business of the Group.

7. DIRECTORS’ INTERESTS IN COMPETING BUSINESS

As at the Latest Practicable Date, the interests of the Directors or their respective associates in businesses which are considered to compete or likely to compete, either directly or indirectly, with the businesses of the Group (“Competing Business”) as required to be disclosed pursuant to the Listing Rules were as follows:

	Name of company
	in which the	Principal activities	Status of
Names of the	relevant Director	of the competing	the competing
Company’s Directors	is also a director	company	company
Mr. Zhu Gong Shan	Taicang Harbour	Operation of a	Mr. Zhu and his
	Power Plant	cogeneration plant	associate control an
		in Taicang, Jiangsu,	aggregate interest
		the PRC	of 37%
	Nanjing Cogeneration	Operation of a	Mr. Zhu, through
	Plant	cogeneration plant	companies
		in Nanjing, the	controlled by him,
		PRC	holds 100% interest

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GENERAL INFORMATION

APPENDIX

	Name of company
	in which the	Principal activities	Status of
Names of the	relevant Director	of the competing	the competing
Company’s Directors	is also a director	company	company
	Longgu Cogeneration	Operation of a power	Mr. Zhu, through
	Plant	plant in Longgu,	companies
		Peixian, the PRC	controlled by him,
			holds 59% interest
	Guohua Taicang Power	Operation of a power	Mr. Zhu and his
	Plant	plant in Taicang,	associate control an
		Jiangsu, the PRC	effective interest of
			18.5%
	Lanxi Cogeneration	Operation of a	Mr. Zhu, through
	Plant	cogeneration plant	companies
		in Lanxi, Zhejiang,	controlled by him,
		the PRC	holds 100% interest
	Guangzhou Yonghe	The cogeneration	Mr. Zhu beneficially
	Project	power plant is in	owns 100% interest
		the pre-construction
		stage
	Lianyungang	The cogeneration	Mr. Zhu beneficially
	Baoxin Biomass	power plant is	owns 100% interest
	Cogeneration Plant	being constructed
	Xuzhou Incineration	In the planning stage	Mr. Zhu, through
	Power Plant	to construct an	company controlled
		incineration power	by him, holds 100%
		plant in Xuzhou,	interest
		the PRC
	Xuzhou Jinshanqiao	Operation of a	Mr. Zhu, through his
	Cogeneration	cogeneration plant	associate, controls
	Power Plant	in Xuzhou, Jiangsu,	70% interest
		the PRC

A non-competition deed was given by Mr. Zhu and his associates immediately prior to the initial public offering of the Shares.

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GENERAL INFORMATION

APPENDIX

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or their respective associates was interested in any business which competes or is likely to compete, either directly or indirectly, with business of the Group.

8. CONSENT OF EXPERT

The following expert has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its respective letter and/or reference to its name in the form and context in which it appears:

Name Qualification ICEA Capital Limited a licensed corporation under the transitional arrangement to conduct Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO

As at the Latest Practicable Date, the above expert was not beneficially interested in the share capital of the Company and its subsidiaries nor did it have any right, whether legally enforceable or not, to subscribe for or to nominate persons to subscribe for securities in the Company and its subsidiaries.

As at the Latest Practicable Date, the above expert did not have any direct or indirect interest in any assets which have been since 31 December 2007 (being the date to which the latest published audited consolidated accounts of the Group were made up) acquired or disposed of by or leased to the Company and its subsidiaries, or were proposed to be acquired or disposed of by or leased to the Company and its subsidiaries.

9. GENERAL

• (a) The registered office of the Company is located at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands.

• (b) The head office and principal place of business of the Company in Hong Kong is located at Suites 3601-3604, Two Exchange Square, 8 Connaught Road Central, Hong Kong.

• (c) The qualified accountant of the Company is Mr. Tong Yee Ming, who is an associate member of the Hong Kong Institute of Certified Public Accountants, the Chartered Institute of Cost and Management Accountants of the United Kingdom and Certified General Accountants of Canada.

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GENERAL INFORMATION

APPENDIX

• (d) The company secretary of the Company is Ms. Chan Yuk Chun, who is an associate of The Hong Kong Institute of Company Secretaries and Institute of Chartered Secretaries and Administrators, the United Kingdom.

• (e) The Company’s branch share registrar and transfer office in Hong Kong is Computershare Hong Kong Investor Services Limited at Rooms 1712-1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

• (f) The English text of this circular prevails over the Chinese text.

10. DOCUMENTS FOR INSPECTION

Copies of the following documents will be available for inspection at Suites 3601-3604, 36th Floor, Two Exchange Square, 8 Connaught Road, Central, Hong Kong during normal business hours on any weekday (except public holidays) from the date of this circular up to and including 16 December 2008:

1. the memorandum and articles of association of the Company;

2. the Sale and Purchase Agreement;

3. the letter from the Independent Board Committee, the text of which is set out from pages 12 to 13 of this circular;

4. the letter from ICEA, the text of which is set out from pages 14 to 23 of this circular; and

5. the written consent referred to under the section headed “Consent of expert” in this appendix.

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NOTICE OF EXTRAORDINARY 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 OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of GCL-Poly Energy Holdings Limited (the “Company”) will be held at Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong on 16 December 2008, Tuesday at 10:30 a.m. for the following purpose:

AS AN ORDINARY RESOLUTION

“ THAT :–

• (a) the terms of the sale and purchase agreement dated 12 November 2008 entered into between the Company and Sinopro Enterprises Limited (the “Sale and Purchase Agreement”), a copy of which has been produced to the meeting and contained in the document marked “A” and for the purpose of identification, and the transaction contemplated under the Sale and Purchase Agreement, be and is hereby approved, confirmed and ratified; and

• (b) the directors be and are hereby authorised for and on behalf of the Company to sign, execute, perfect and deliver all such documents and deeds, and do all such acts, matters and things as they may in their discretion consider necessary or desirable to carry the Sale and Purchase Agreement into effect.”

By order of the Board

Zhu Gong Shan

Chairman

Hong Kong, 1 December 2008

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:–

• (1) A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, in the event of a poll, to vote in his stead. A proxy need not be a member of the Company. In order to be valid, the form of proxy together with a power of attorney or other authority, if any, under which it is signed (or a notarially certified copy of that power or authority) must be deposited at the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Rooms 1712-1716, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

• (2) Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the meeting or any adjournment thereof and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

• (3) In the case of joint holders of a share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the above meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

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