GCL Technology Holdings Limited — Proxy Solicitation & Information Statement 2008

Aug 18, 2008

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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 an extraordinary general meeting (the "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 Friday, 19 September 2008 at 10:30 a.m. for the purpose of considering and, if thought fit, passing with or without modification the following resolution of the Company:

Ordinary Resolution:

"THAT

• (a) the coal supply agreement ("Coal Supply Agreement") for supply of blended coal dated 9 December 2007 and made between Suzhou GCL-Poly Power Fuel Co., Ltd. ("Suzhou Fuel Company") as purchaser and Zhengzhou Coal Industry & Electric Power Co., Ltd. ("ZCIE") and Zhengzhou Coal Industry (Group) Co., Ltd. ("ZCIG") as the vendors (a copy of which is marked "A" and has been produced to the meeting and signed by the Chairman of the meeting for the purpose of identification, and the transactions contemplated by the Coal Supply Agreement (as amended) be and are hereby approved, confirmed and ratified;

• (b) the supplemental agreement ("Supplemental Agreement") dated 14 April 2008 to supplement the Coal Supply Agreement entered into between ZCIG as the vendor and Suzhou Fuel Company as the purchaser (a copy of which is marked "B" and has been produced to the meeting and signed by the Chairman of the meeting for the purpose of identification) be and is hereby approved, confirmed and ratified;

• (c) the second supplemental agreement ("Second Supplemental Agreement") dated 10 June 2008 to further supplement the Coal Supply Agreement and the Supplemental Agreement entered into between ZCIE and ZCIG as the vendors and Suzhou Fuel Company as the purchaser (a copy of which is marked "C" and

has been produced to the meeting and signed by the Chairman of the meeting for the purpose of identification) be and is hereby approved, confirmed and ratified;

• (d) the Annual Caps (as defined and more particularly described in the circular of the Company to its shareholders dated 19 August 2008)be and are hereby approved; and

• (e) the respective director of the Company, Suzhou Fuel Company be and are hereby authorized on behalf of the Company and Suzhou Fuel Company respectively (i) to do all such deeds, acts, matters and things as they may in their discretion consider necessary or desirable for the purpose of the implementation, or giving effect to or in connection with the Coal Supply Agreement, as supplemented by the Supplemental Agreement and the Second Supplemental Agreement or any transactions contemplated thereunder; and (ii) to exercise or enforce all of the rights of Suzhou Fuel Company under the Coal Supply Agreement, as supplemented by the Supplemental Agreement and the Second Supplemental Agreement' and (iii) to complete the Coal Supply Agreement, as supplemented by the Supplemental Agreement and the Second Supplemental Agreement."

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

Hong Kong, 19 August 2008

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.

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• 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, Computershare Hong Kong Investor Services Limited at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 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.

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. Tong Yee Ming 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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