GCL Technology Holdings Limited — Proxy Solicitation & Information Statement 2009

Nov 27, 2009

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 a licensed securities dealer or registered institution in securities, a 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 and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

This document appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of GCL-Poly Energy Holdings Limited.

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)

SUBSCRIPTION OF NEW SHARES UNDER A SPECIFIC MANDATE

Financial Advisers to the Company

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 of the EGM to be held at Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong on Tuesday, 15 December 2009, at 10:00 a.m. is set out on pages 17 to 18 of this circular. Whether or not you are able to attend the EGM, please complete and return the accompanying form of proxy in accordance with the instructions printed thereon 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 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time fixed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof should you so wish.

30 November 2009

CONTENTS

	Pages
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

– i –

DEFINITIONS

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

• “Acquisition”

• the acquisition of the entire issued share capital of each of GCL Solar Energy Technology Holdings Inc., Greatest Joy International Limited and Sun Wave Group Limited by the Company, details of which are contained in the shareholders circular of the Company dated 30 June 2009

• “Affiliate(s)”

• of any specified person means any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person provided however that Central Huijin Investment Limited and its subsidiaries shall not be deemed to be affiliates of the Subscriber or CIC; and provided further that a person shall not be considered to be an affiliate of another person due to common control of such person and another person, whether direct or indirect, by any government or any governmental authority

• “associate(s)” has the meaning ascribed to it in the Listing Rules

• “Board” the board of Directors

• “CIC”

• China Investment Corporation, an investment institution established as a wholly state-owned company under the Company Law of the PRC

• “Company”

• GCL-Poly Energy Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Stock Exchange

• “connected person(s)”

• has the meaning ascribed to it in the Listing Rules

• “control”

• has the meaning ascribed to it in the Takeovers Code

• “Directors”

• the directors of the Company

• “EGM”

• the extraordinary general meeting of the Company to be held for the purpose of approving the Specific Mandate and the Subscription Agreement and the Transaction contemplated thereunder

– 1 –

DEFINITIONS

• “Framework Agreement”

• “Government Authority”

• “Group”

• “Happy Genius”

• “Highexcel”

• “HK$”

• “Hong Kong”

• “JV Agreement”

• the conditional framework agreement dated 17 November 2009 entered into between the Company and CIC in relation to the subscription of 3,108,163,054 new Shares and possible establishment of the JV Company, each subject to the terms and conditions contained therein

• any government in Hong Kong, the PRC or elsewhere or political subdivision thereof, any department, agency or instrumentality of any government or political subdivision thereof; any court or arbitral tribunal; and the governing body of any securities exchange, including but not limited to the Stock Exchange

• the Company and its subsidiaries from time to time

• Happy Genius Holdings Limited, a company incorporated in the BVI and an investment holding company ultimately beneficially wholly-owned by Mr. Zhu and his family, which directly and/or indirectly holds 4,713,109,884 Shares as at the Latest Practicable Date, representing approximately 38.12% of the issued share capital of the Company

• Highexcel Investments Limited, a company incorporated in the BVI and an investment holding company ultimately beneficially wholly-owned by Mr. Zhu and his family, which directly and/or indirectly holds 299,233,443 Shares as at the Latest Practicable Date, representing approximately 2.42% of the issued share capital of the Company

• Hong Kong dollars, the lawful currency of Hong Kong

• the Hong Kong Special Administrative Region of the PRC

• the joint venture agreement dated 24 November 2009 between the Company and the Subscriber pursuant to which the parties have agreed to set up a joint venture company to conduct photovoltaic electricity generating businesses

– 2 –

DEFINITIONS

• “JV Company”

• the joint venture company proposed to be established by the Company and the Subscriber pursuant to the JV Agreement

• “Latest Practicable Date”

• 26 November 2009, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Listing Committee”

• the listing sub-committee of the board of the directors of the Stock Exchange

• “Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange

• “Mr. Zhu”

• Mr. Zhu Gong Shan, a Director and the Controlling Shareholder of the Company

• “PRC”

• the People’s Republic of China excluding, for the purpose of this circular, Hong Kong, Macau Special Administrative Region and Taiwan

• “Secured Notes”

• the US$350 million secured notes issued by the Company to Happy Genius Holdings Limited, details of which are contained in the shareholders circular of the Company dated 30 June 2009

• “Securities”

• Shares or other securities convertible or exchangeable into Shares

• “SFC”

• “Share(s)”

• the Securities and Futures Commission of Hong Kong ordinary share(s) of HK$0.10 each in the share capital of the Company

• “Shareholder(s)”

• holders of ordinary shares in the share capital of the Company with nominal value of HK$0.10 each

• “Specific Mandate”

• a specific mandate to be sought from the Shareholders at the EGM to allot and issue the Subscription Shares pursuant to the Subscription Agreement

• “Stock Exchange”

• The Stock Exchange of Hong Kong Limited

– 3 –

DEFINITIONS

• “Subscriber”

• “Subscription Agreement”

• “Subscription Price”

• “Subscription Share(s)”

• “Transaction”

• “Takeovers Code”

• “US$”

• Chengdong Investment Corporation (成楝投資有限責 任公司), a company incorporated under the Company Law of the PRC and a wholly-owned subsidiary of CIC

• the subscription agreement dated 24 November 2009 between the Company and the Subscriber pursuant to which the Company has agreed to issue and the Subscriber has agreed to subscribe for an aggregate of 3,108,163,054 new ordinary shares of HK$0.10 each of the Company to be issued at the subscription price of HK$1.79 per share subject to the terms and conditions contained therein

• HK$1.79 per Subscription Share

• 3,108,163,054 new Shares in aggregate proposed to be issued by the Company to the Subscriber

• the transactions contemplated in the Subscription Agreement

• the Hong Kong Code on Takeovers and Mergers

• United States dollars, the lawful currency of the United States of America

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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 TONG Yee Ming ZHU Yu Feng

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

Place of business in Hong Kong: Suites 3601-4, Two Exchange Square 8 Connaught Road Central Hong Kong

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

30 November 2009

To the Shareholders

Dear Sir or Madam,

SUBSCRIPTION OF NEW SHARES UNDER A SPECIFIC MANDATE

INTRODUCTION

We refer to the announcement of the Company dated 18 November 2009 in relation to the Framework Agreement. The Framework Agreement provided for (i) the proposed allotment and issue by the Company and the subscription by CIC through the Subscriber of 3,108,163,054 new Shares at the Subscription Price of HK$1.79 per Share, and (ii) the proposed formation of a joint venture company between the Company and CIC through their respective wholly-owned subsidiaries.

We also refer to the announcement of the Company dated 24 November 2009 in relation to the binding Subscription Agreement and JV Agreement that were entered into between the Company and the Subscriber on 24 November 2009.

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LETTER FROM THE BOARD

The gross proceeds and net proceeds from the issue of the Subscription Shares are expected to amount to approximately HK$5.56 billion and HK$5.5 billion, respectively. The Subscription Shares are to be issued as part of the Specific Mandate to be sought from the Shareholders at the EGM.

The purpose of this circular is to: (i) provide you with further information in relation to the Transaction, and (ii) give you a notice of the EGM at which a resolution will be proposed for your approval of the Specific Mandate and the Subscription Agreement and the Transaction contemplated thereunder.

THE SUBSCRIPTION AGREEMENT

Date: 24 November 2009

Parties:

• (a) the Company; and

• (b) the Subscriber.

Subscription

Pursuant to the Subscription Agreement, the Company has agreed to issue and the Subscriber has agreed to subscribe for an aggregate of 3,108,163,054 new Shares at the Subscription Price of HK$1.79 per Share subject to the terms and conditions contained therein.

The gross proceeds from the issue of the Subscription Shares are expected to amount to approximately HK$5.56 billion. The net proceeds from the issue of the Subscription Shares are expected to amount to approximately HK$5.5 billion. The Subscription Shares are to be issued under the Specific Mandate to be sought from the Shareholders at the EGM.

Subscription Price

The Subscription Price of HK$1.79 per Share was arrived at after arm’s length negotiations taking into consideration the volume-weighted average price per Share for the past 30 trading days preceding the date of the Framework Agreement, being HK$2.04 (the Subscription Price, therefore, representing a discount of approximately 12.25% to this average price). The Subscription Price represents:

• (a) a discount of approximately 22.51% to the closing price of HK$2.31 per Share as quoted on the Stock Exchange on 13 November 2009, being the last trading day of the Shares on the Stock Exchange prior to the date of the Framework Agreement;

• (b) a discount of approximately 16.74% to the volume-weighted average closing price of approximately HK$2.15 per Share for the last five trading days up to and including 13 November 2009; and

• (c) a discount of approximately 30.89% to the closing price of HK$2.59 per Share as quoted on the Stock Exchange on the Latest Practicable Date.

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LETTER FROM THE BOARD

Subscription Shares

As at the Latest Practicable Date, a total of 12,363,386,214 Shares are in issue. The Subscription Shares to be issued pursuant to the Subscription Agreement represent approximately 25.14% of the existing issued ordinary share capital of the Company and approximately 20.09% of the issued ordinary share capital of the Company as enlarged by the allotment and issue of the Subscription Shares.

Lock-up period

The Subscription Shares are subject to a lock-up period of nine months from the date of completion of the Transaction, provided that the Subscriber may dispose of its interest in the Subscription Shares (i) to any Affiliate of the Subscriber from time to time; (ii) where an offer was made to all the Shareholders pursuant to a takeover offer, repurchase offer or scheme of arrangement; (iii) to any third party that is a wholly-owned subsidiary of CIC pursuant to any reorganisation or restructuring of CIC; or (iv) in circumstances where the Company’s controlling Shareholder ceases to control the Company or creates or permits to be created any encumbrance over 25% or more of the Shares in which he is interested.

Board representation

To the extent permitted by all applicable laws and regulations, and subject to compliance with the articles of association of the Company, all relevant laws and regulations and the Listing Rules, the Company has granted the Subscriber the right, upon and from completion of the Transaction to nominate two representatives of the Subscriber as new Board members of the Company and to retain those two representatives on the Board for such time as it holds more than 12%, and otherwise to retain one representative on the Board for such time as it holds between 5% and 12%, in each case, of the entire issued share capital of the Company from time to time. The Company will publish an announcement in relation to such appointment of director(s) pursuant to Rule 13.51(2) of the Listing Rules as soon as practicable after such appointment.

Other rights of the Subscriber

To the extent permitted by the Listing Rules and applicable laws and regulations, and on the basis that information is being disclosed to all of the Shareholders at the same time, for such time as the Subscriber holds Shares, in the event that the Company issues any new Shares or equity-linked instruments (including without limitation, convertible preference shares or warrants), in each case, whether by way of rights or otherwise, it shall grant to the Subscriber the right, to subscribe for such number of Shares or equity-linked instruments (as the case may be) so as to enable the Subscriber to maintain its pro-rata shareholding interest in the Company on a fully-diluted basis.

On and from the date of the Subscription Agreement to the expiration of nine months from completion of the Transaction, the Company agrees that, to the extent permitted by the Listing Rules and applicable laws and regulations, it shall not issue any Securities or any rights to acquire any Securities to a third party (that is not the Subscriber or CIC) at a price per Share less than the Subscription Price (or the equivalent per Share

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LETTER FROM THE BOARD

price on an as converted or exchanged basis) without the prior written consent of the Subscriber, except for any issue of Shares pursuant to the exercise of share options under the Company’s two share option schemes which became effective on 13 November 2007 to the extent only that such options were granted and publicly announced prior to the date of the Framework Agreement.

Mandate for the issue of the Subscription Shares

The Subscription Shares will be allotted and issued under the Specific Mandate to be sought from the Shareholders at the EGM to be convened. Under such Specific Mandate, up to 3,108,163,054 new Shares, representing approximately 25.14% of the existing issued ordinary share capital of the Company and approximately 20.09% of the issued ordinary share capital of the Company as enlarged by the allotment and issue of the Subscription Shares, may be issued by the Company.

The Subscription Shares, when issued, will rank pari passu in all respects with all existing Shares on the date of completion of the Transaction.

Company’s undertakings and covenants

The Company has undertaken in the Subscription Agreement that, from the date of the agreement until the date of completion of the Transaction, the Company will not, among other things: (i) declare, pay or make any dividends or other distribution to the Shareholders; and (ii) propose or pass any resolution other than in connection with the Subscription Agreement.

The Company also covenants and undertakes to the Subscriber that it will, for a period of two years from the completion date of the Transaction, retain an amount of US$255 million on an unencumbered and readily transferable basis, to be used as the Company’s capital contribution to the JV Company.

Conditions precedent

The obligations of the Company to allot and issue, and the obligations of the Subscriber to subscribe for, the Subscribed Shares are subject to the fulfilment of certain conditions (none of which may be waived by either party) which are:

• (a) the Company having obtained the approval by the Shareholders of the Transaction and if applicable, of the establishment of the joint venture contemplated in the JV Agreement;

• (b) the Listing Committee having approved the listing of and the dealing in the Subscribed Shares; and

• (c) confirmation from the SFC that it will not deem the Subscriber and its Affiliates to be acting in concert with Mr. Zhu and his associates merely by virtue of their respective interests in the Company and the terms of the Transaction.

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LETTER FROM THE BOARD

(together the “Non-Waivable Conditions”)

Each party’s obligation to complete the subscription for and the allotment and issue of the Subscribed Shares is subject to the fulfillment by the other party of certain conditions (any one or more of which may be waived by such party in its sole discretion) that include, among other things:

• (a) no orders shall have been entered, and remain in effect, by any competent Governmental Authority, and no statute, rule, regulation or other requirement shall have been promulgated or enacted and remain in effect, that restrains, prohibits or invalidates any part of the Transaction;

• (b) no suit or other proceedings that is pending or threatened by any party before any court or competent Governmental Authority seeking to restrain or prohibit or declare illegal, or seeking substantial damages in connection with any party of the Transaction;

• (c) all relevant regulatory and other approvals required or necessary for the Transaction having being obtained and not revoked;

• (d) no material adverse effect of the Company having occurred from the date of the Subscription Agreement to the completion date of the Transaction; and

• (e) the respective warranties made by the other party in the Subscription Agreement remaining true and correct in all material respects on the completion date of the Transaction.

Long-stop date

If the conditions set out in the Subscription Agreement are not fulfilled or waived by 31 January 2010 or such later date as may be agreed between the Company and the Subscriber, the obligations and liabilities of the Company and the Subscriber in relation to the Transaction will be terminated.

Completion

Completion of the Subscription Agreement will take place on the date that is seven business days after the date of fulfilment of all the Non-Waivable Conditions or at such other time and date as the Company and the Subscriber may agree provided that all the conditions set out in the Subscription Agreement have been satisfied or waived (as the case may be).

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LETTER FROM THE BOARD

THE JV AGREEMENT

Date: 24 November 2009

Parties:

• (a) the Company; and

• (b) the Subscriber.

Scope of Business: Photovoltaic electricity generating businesses.

Total investment

The Company (through a wholly-owned subsidiary) and the Subscriber will subscribe nominal amounts of capital on the formation of the JV Company, with the further capital contribution of an initial total combined amount of US$500 million (in one lump sum or by instalments), being subject to the approval of CIC based on its satisfactory due diligence on investment opportunities proposed by the Company for the JV Company, in the proportions of 51% subscribed by the Company (through its wholly-owned Subsidiary) and 49% subscribed by the Subscriber.

Corporate Governance

A total of five directors shall be on the board of the JV Company of which 3 are to be appointed by the Company and 2 by the Subscriber. The day-to-day operation of the JV Company (subject to the Reserved Matters as defined below) will be managed by the Company.

The parties have agreed to a customary list of reserved matters (the “Reserved Matters”). The board of the JV Company will decide on matters by simple majority vote, provided that resolutions in relation to the Reserved Matters shall require the approval or an affirmative vote by a director appointed by the Subscriber.

Transfer of shares in the JV Company

A shareholder of the JV Company may at any time transfer any of the shares or other securities in the JV Company; (i) to its wholly-owned subsidiaries or fellow wholly-owned subsidiaries or (ii) with the prior written consent of the other party.

After three years from the effective date of the JV Agreement the Company and the Subscriber may also each transfer their shares in the JV Company by following the procedures below:

• (a) if the Company wishes to transfer all or part of its shares or other interests in the JV Company, it may do so by giving the Subscriber irrevocable prior notice of its intention to transfer the shares at the price and other material terms on which that transfer is proposed. If the Subscriber chooses not to take up all or

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LETTER FROM THE BOARD

part of that transfer on such terms and at such price within 45 days of receiving the notice, the Company shall be permitted to transfer shares on a bona fide arm’s length sale to a third party purchaser on no more favourable terms and price; and

• (b) the Subscriber has the right (which it may exercise more than once), upon giving the Company prior notice specifying the price that is based on an internal rate of return of not less than 15% per annum (compounded annually) of the capital contributed by the Subscriber and/or its Affiliates to the JV Company, and other material terms, to offer to the Company all or part of its shares and/or other interests in the JV Agreement. If the Company chooses not to take up all or part of that transfer on such terms and at such price within 45 days of receiving the notice, the Subscriber shall be permitted to transfer shares on a bona fide arm’s length sale to a third party purchaser that is not a competitor of the Company directly and principally engaged in the business of the manufacturing and supply of polysilicon and wafers for the power energy industry and/or photovoltaic electricity generating businesses, at any price and on any terms as it deems fit.

Completion

Completion of the JV Agreement is conditional upon, and will take place simultaneously with the completion of the Subscription Agreement.

Highexcel and Happy Genius have irrevocably and unconditionally undertaken to CIC and the Subscriber that they will not, and will procure that none of the persons controlled (within the meaning ascribed to it in the Companies Ordinance (Chapter 32 of the laws of Hong Kong)) by them or Mr. Zhu will, engage in any competing photovoltaic energy generating business during the period commencing from the date of the JV Agreement and ending on the expiry of 18 months after the date of termination of the JV Agreement, save with the prior written consent of CIC.

REASONS FOR AND BENEFITS OF THE SUBSCRIPTION AND THE ESTABLISHMENT OF THE JV COMPANY

The Company is an investment company and its subsidiaries are principally engaged in the manufacturing of polysilicon and wafers for the solar industry as well as the development, management and operation of environmentally friendly power plants. In view of the current market condition, the Directors consider the Transaction represents a good opportunity to strengthen its financial position and accelerate the growth of its solar business.

The Directors consider that the terms of the Subscription Agreement and the JV Agreement are on normal commercial terms and are fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

USE OF PROCEEDS

The gross proceeds from the issue of the Subscription Shares are expected to amount to approximately HK$5.56 billion. The net proceeds from the issue of the Subscription Shares to be received by the Company upon completion of the Transaction will amount to approximately HK$5.5 billion after deducting professional fees and all related expenses (representing a net price of approximately HK$1.76 per Share).

The Company intends to use the net proceeds raised from the issue of the Subscription Shares for general working capital, repayment of borrowings by the Company and the funding of its initial capital contribution to the JV Company.

FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST TWELVE MONTHS

On 14 May 2009, the Company announced the proposed placing of 50,000,000 new Shares through CCB International Capital Limited on a best effort basis. The placing was completed on 3 June 2009 with 50,000,000 new Shares successfully placed and issued to not less than six independent individuals and/or institutional investors. The net proceeds in the amount of approximately HK$75.5 million was intended to be used as general working capital and future business development of the Group. As at the Latest Practicable Date, the entire amount of net proceeds has not been utilised. These unutilised proceeds have been deposited in the Group’s bank accounts and it is still the Company’s intention to use these proceeds for general working capital purposes and for the future business development of the Group.

On 4 August 2009, the Company announced the proposed placing of 1,300,000,000 new Shares through BOCI Asia Limited, China International Capital Corporation Hong Kong Securities Limited, ICBC International Securities Limited, Morgan Stanley & Co. International plc, The Hongkong and Shanghai Banking Corporation Limited and UBS AG, Hong Kong Branch, on a severally (but not jointly) underwritten basis. The placing was completed on 11 August 2009 with 1,300,000,000 new Shares successfully placed and issued to not less than six independent individuals and/or institutional investors. The net proceeds in the amount of approximately HK$3.53 billion was intended to be used as repayment of the Secured Notes and part of the US$300 million bank borrowings arising from the Acquisition. As at the Latest Practicable Date, approximately HK$2.87 billion out of the HK$3.53 billion of net proceeds has been utilised. This HK$2.87 billion has been utilised in the following way:

• (a) approximately HK$2.73 billion has been used for the redemption of the Secured Notes;

• (b) approximately HK$131.18 million has been used to pay for transaction costs of the Acquisition (including commission, legal and other professional fees); and

• (c) approximately HK$10 million has been used for general working capital purpose.

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LETTER FROM THE BOARD

As at the latest Practicable Date, approximately HK$728.75 million out of the net proceeds of the above placing of Shares has not been utilised. These unutilised proceeds have been deposited in the Group’s bank accounts and the Company intends to use them for general working capital purposes and for the future business development of the Group.

Save as disclosed in this circular, the Company has not conducted any fund raising activities in the past twelve months before the Latest Practicable Date.

BACKGROUND ON CIC AND THE SUBSCRIBER

The Subscriber is a wholly-owned subsidiary of CIC. CIC is an institutional investor. It operates on a commercial basis with the objective to seeking long-term, risk-adjusted financial returns.

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, CIC and the Subscriber are third parties independent of the Company and connected persons of the Company.

CHANGES IN SHARE CAPITAL AND SHAREHOLDING STRUCTURE

The share capital and shareholding structure of the Company as at the Latest Practicable Date and immediately upon completion of the Transaction (assuming no new Shares are issued before completion of the Transaction) are as follows:

Name of Shareholder Mr. Zhu Gong Shan and his associates and parties acting in concert with any of them_(Note 1) Bonus Billion Group Limited(Note 2) Joy Big Holdings Limited(Note 2) The Subscriber(Note 3)_ Other public Shareholders Total	Shareholding as at the Latest Practicable Date Number of issued Shares Approximate % of issued share capital of the Company 6,160,502,609 49.83% 6,108,934 0.05% 13,723,098 0.11% 2,088,000 0.02% 6,180,963,573 49.99% 12,363,386,214 100.00%	Shareholding immediately upon completion of the Transaction Number of Shares Approximate % of issued share capital of the Company 6,160,502,609 39.82% 6,108,934 0.04% 13,723,098 0.09% 3,110,251,054 20.10% 6,180,963,573 39.95% 15,471,549,268 100.00%	Shareholding immediately upon completion of the Transaction Number of Shares Approximate % of issued share capital of the Company 6,160,502,609 39.82% 6,108,934 0.04% 13,723,098 0.09% 3,110,251,054 20.10% 6,180,963,573 39.95% 15,471,549,268 100.00%
			100.00%

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LETTER FROM THE BOARD

Notes:

• (1) The 40.54% (representing 5,012,343,327 Shares) interests of Mr. Zhu Gong Shan and his family are held by Highexcel Investments Limited and Happy Genius Holdings Limited, both of which are indirectly wholly-owned by Asia Pacific Energy Fund Limited, which is in turn ultimately held on trust by Credit Suisse Trust Limited for Mr. Zhu Gong Shan and his family. The 9.29% (representing 1,148,159,282 Shares) interests of Mr. Zhang Songyi are held by Mandra Materials Limited, Mandra Esop Limited and Mandra Silicon Limited. Mandra Materials Limited and Mandra Esop Limited are ultimately beneficially owned by Mr. Zhang Songyi and his family. Mandra Silicon Limited is a wholly-owned company of Woo Foong Hong Limited, which is in turn wholly-owned by Moonchu Foundation for Culture & Education Limited (a tax exempt charity established, but not beneficially owned, by Mr. Zhang Songyi and his family).

• (2) Bonus Billion Group Limited and Joy Big Holdings Limited, both of which are companies incorporated in the British Virgin Islands with limited liability, are wholly-owned subsidiaries of Mr. Yu Bao Dong, a Director of the Company.

• (3) This includes 2,088,000 Shares in which CIC and/or its Affiliates is/are interested as at the Latest Practicable Date, assuming that such interests will continue to be held by CIC and/or its Affiliates upon completion of the Transaction.

RELEASE OF UNDERTAKING BY THE COMPANY

As announced by the Company on 4 August 2009, by way of a side letter dated 4 August 2009 (the “Side Letter”), the Company undertook to Morgan Stanley & Co. International plc and BOCI Asia Limited that it would not, from 4 August 2009, being the date when the relevant placing agreement for the proposed placing of 1,300,000,000 new Shares was executed, and on and prior to the date being one hundred and twenty (120) days after 11 August 2009, being the date of completion of such placing, (i) allot, issue, offer to allot or issue, grant any option, right or warrant to subscribe, offer, pledge, charge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of (either conditionally or unconditionally, or directly or indirectly, or otherwise) any Share or any interests therein or any securities convertible into or exercisable or exchangeable for any such Shares or interests, (ii) enter into any swap or similar agreement that transfers to another, in whole or in part, the economic risk of ownership of such Shares, or (iii) announce any intention to enter into or effect any such transaction described above.

On 16 November 2009, the Company, Morgan Stanley & Co. International plc and BOCI Asia Limited entered into a letter agreement, pursuant to which the parties agreed to terminate the Side Letter in its entirety.

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LETTER FROM THE BOARD

THE EGM

The Subscription Shares will be allotted and issued under the Specific Mandate to be sought from the Shareholders at the EGM pursuant to Rule 13.36(1)(a) of the Listing Rules.

A notice convening the EGM of the Company to be held at Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong on Tuesday, 15 December 2009, at 10:00 a.m. is set out on pages 17 to 18 of this circular, at which an ordinary resolution will be proposed to approve the Specific Mandate and the Subscription Agreement and the Transaction contemplated thereunder. The resolution proposed at the EGM will be voted by way of poll.

Whether or not you are able to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon 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 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time fixed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof should you so wish.

Pursuant to Rule 2.15 of the Listing Rules, any Shareholder that has a material interest in the transaction or arrangement shall abstain from voting on the resolution approving the transaction or arrangement at the general meeting. Accordingly, the Subscriber and its associates will abstain from voting at the EGM for the relevant resolution approving the Specific Mandate and the Subscription Agreement and the Transaction contemplated thereunder. As at the Latest Practicable Date and as far as is known to the Directors, and Subscriber and its associates were interested in 2,088,000 Shares, representing approximately 0.02% of the total issued share capital of the Company. Highexcel and Happy Genius have irrevocably and unconditionally undertaken to CIC and the Subscriber to vote in favour of the relevant resolution(s) at EGM to approve the Specific Mandate and the Subscription Agreement and the Transaction contemplated thereunder.

GENERAL

An application will be made by the Company to the Listing Committee for the listing of, and permission to deal in, the Subscription Shares.

RECOMMENDATION

The Directors consider that the terms of the Subscription Agreement and the Transaction contemplated thereunder are on normal commercial terms and are fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that the Shareholders vote in favour of the ordinary resolution to be proposed at the EGM to approve the Specific Mandate and the Subscription Agreement and the Transaction contemplated thereunder.

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LETTER FROM THE BOARD

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 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 herein misleading.

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

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NOTICE OF THE EGM

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 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 Tuesday, 15 December 2009 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without modification the following ordinary resolution of the Company:

ORDINARY RESOLUTION

1. “ THAT

2. (a) the subscription agreement dated 24 November 2009 (the “Subscription Agreement”) entered into between the Company and Chengdong Investment Corporation (the “Subscriber”) (a copy of which has been produced to this Meeting and initialled by the chairman of this Meeting for the purpose of identification) and the transactions contemplated thereunder be and are hereby generally and unconditionally approved;

3. (b) the directors of the Company be and are hereby authorised and granted a specific mandate (the “Specific Mandate”) to allot and issue to the Subscriber a total of up to 3,108,163,054 new ordinary shares of HK$0.10 each in the share capital of the Company pursuant to the Subscription Agreement and subject to the conditions contained therein; and

4. (c) the directors of the Company be and are hereby generally and unconditionally authorised to do all such further acts and things and execute such further documents and take all such steps which in their opinion as may be necessary, desirable or expedient to implement and/or give effect to the Specific Mandate and the Subscription Agreement and the transactions contemplated thereunder.”

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

Hong Kong, 30 November 2009

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NOTICE OF THE EGM

Notes:

• (1) A member entitled to attend and vote at the Meeting may appoint a proxy to attend and, on a poll, vote on his behalf and such proxy need not be a member of the Company. A form of proxy for use at the Meeting is enclosed.

• (2) In order to be valid, the form of proxy, together with any power of attorney or authority under which it is signed or a notarially certified copy of that power of attorney or authority, 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 not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

• (3) Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the Meeting convened or any adjournment thereof and in such event, the authority of the proxy shall be deemed to be revoked.

• (4) 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/it were solely entitled thereto. If more than one of such joint holders are present at the 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.

• (5) As at the date of this notice, 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, Mr. Tong Yee Ming and Mr. Zhu Yu Feng as 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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