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).

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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)

CONNECTED TRANSACTION AND CONTINUING CONNECTED TRANSACTIONS IN RELATION TO STEAM SUPPLY

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

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FIRST SHANGHAI CAPITAL LIMITED

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 Wednesday, 5 January 2011, at 10:00 a.m. is set out on pages 35 to 36 of this circular. Whether or not you are able to attend the EGM, please complete 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.

15 December 2010

	Pages
Definitions	1
Letter from the Board 4
Introduction 4
Principal Terms of the Renewed Jinshanqiao Steam Supply Agreement	5
Principal Terms of the Renewed Xuzhou Steam Supply Agreement 6
Principal Terms of the Connection Agreement 7
Principal Terms of the Jiangsu GCL Steam Supply Agreement 8
Annual Caps	9
Reasons for, and Benefits of, the Continuing Connected Transactions
and the Connected Transaction 10
General Information	10
Listing Rules Implications	11
EGM	11
Independent Board Committee and Independent Financial Adviser	12
Additional Information	12
Letter from the Independent Board Committee 13
Letter from First Shanghai 15
Appendix – General Information	24
Notice of EGM 35

Definitions

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

“Annual Caps”

the maximum aggregate annual values for the continuing connected transactions under the Steam Supply Agreements and the connected transaction under the Connection Agreement, details of which are set out in the section headed “Annual Caps” of this circular

“associate”

has the meaning ascribed to it in the Listing Rules

“Board”

the board of Directors

“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”

has the meaning ascribed to it in the Listing Rules

“Connected Transaction”

the transaction contemplated under the Connection Agreement

“Connection Agreement”
the agreement dated 26 November 2010 entered into between Jinshanqiao Cogeneration Plant and Jiangsu Zhongneng in relation to the connection fee charged by Jinshanqiao Cogeneration Plant to Jiangsu Zhongneng
“Continuing Connected Transactions”
the transactions contemplated under the Steam Supply Agreements
“Director(s)”

the director(s) of the Company

“EGM”

the extraordinary general meeting of the Company to be held at 10:00 a.m. on Wednesday, 5 January 2011 to consider and, if thought fit, to approve the Continuing Connected Transactions and the Connected Transaction, including the Annual Caps

“First Shanghai” or “Independent Financial Adviser”

First Shanghai Capital Limited, a licensed corporation under the SFO to carry out type 6 (advising on corporate finance) regulated activity, being the independent financial adviser to the Independent Board Committee and the Independent Shareholders on the terms of the Continuing Connected Transactions and the Connected Transaction, including the Annual Caps

“Group”

the Company and its subsidiaries from time to time

Definitions

“HK$”

Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong”

the Hong Kong Special Administrative Region of the PRC

“Independent Board Committee” the independent committee of the Board, comprising all of the independent non-executive Directors, which has been formed to consider and advise the Independent Shareholders on the terms of the Continuing Connected Transactions and the Connected Transaction, including the Annual Caps
“Independent Shareholders” Shareholders other than Mr. Zhu Yu Feng, Mr. Zhu Gong Shan and their respective associates
“Jiangsu GCL”

江蘇協鑫硅材料科技發展有限公司 Jiangsu GCL Silicon Material Technology Development Co., Ltd.*, a company incorporated in the PRC and a wholly-owned subsidiary of the Company

“Jiangsu GCL Steam Supply Agreement”

the agreement dated 26 November 2010 entered into between Xuzhou Energy Plant as the supplier and Jiangsu GCL as the customer in relation to the supply of steam

“Jiangsu Zhongneng” 江蘇中能硅業科技發展有限公司 Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd.*, a company incorporated in the PRC and a wholly-owned subsidiary of the Company
“Jinshanqiao Cogeneration Plant”
徐州金山橋熱電有限公司 Xuzhou Jinshanqiao Cogeneration Company, Limited*, a company incorporated in the PRC
“Latest Practicable Date”
10 December 2010, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
“Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

“Mpa”

megapascal, a unit of pressure equal to one million pascals

“PRC”

the People’s Republic of China

“Previous Jinshanqiao Steam Supply Agreement”
the agreement dated 30 December 2009 entered into between Jinshanqiao Cogeneration Plant as the supplier and Jiangsu Zhongneng as the customer in relation to the supply of steam
“Previous Xuzhou Steam Supply Agreement”

the agreement dated 30 December 2009 entered into between Xuzhou Energy Plant as the supplier and Jiangsu Zhongneng as the customer in relation to the supply of steam

Definitions

“Renewed Jinshanqiao Steam	the agreement dated 26 November 2010 entered into between
Supply Agreement”	Jinshanqiao Cogeneration Plant as the supplier and Jiangsu
	Zhongneng as the customer in relation to the supply of steam
“Renewed Xuzhou Steam Supply	the agreement dated 26 November 2010 entered into between
Agreement”	Xuzhou Energy Plant as the supplier and Jiangsu Zhongneng as
	the customer in relation to the supply of steam
“RMB”	Renminbi, the lawful currency of the PRC
“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
“Shareholders”	holders of the Shares
“Shares”	ordinary shares of HK$0.10 each in the share capital of the
	Company
“Steam Supply Agreements”	the Renewed Jinshanqiao Steam Supply Agreement, the Renewed
	Xuzhou Steam Supply Agreement and the Jiangsu GCL Steam
	Supply Agreement
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Xuzhou Energy Plant”	保利協鑫(徐州)再生能源有限公司Xuzhou GCL-Poly Renewable
	Energy Company, Limited*, a company incorporated in the
	PRC
“Xuzhou Price Bureau”	徐州市物價局Xuzhou Price Bureau*, the government body for
	the determination of prices in Xuzhou, the PRC
“%”	per cent.

This circular contains translations between Renminbi and Hong Kong dollar amounts at RMB 1 = HK$1.166, being the exchange rate prevailing on 25 November 2010. The translations should not be taken as a representation that the Renminbi could actually be converted into Hong Kong dollars at that rate or at all.

For identification only
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LETTER FROM THE BOARD

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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)

Executive Directors: ZHU Gong Shan (Chairman) SHA Hong Qiu JI Jun SHU Hua YU Bao Dong SUN Wei TONG Yee Ming ZHU Yu Feng

Non-executive Directors: CHAU Kwok Man, Cliff BAI Xiao Qing

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

Place of business in Hong Kong: Unit 1703B-1706, Level 17 International Commerce Centre 1 Austin Road West, Kowloon Hong Kong

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

15 December 2010

To the Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION AND CONTINUING CONNECTED TRANSACTIONS IN RELATION TO STEAM SUPPLY

INTRODUCTION

Pursuant to the Previous Jinshanqiao Steam Supply Agreement entered into between Jiangsu Zhongneng, a wholly-owned subsidiary of the Company, and Jinshanqiao Cogeneration Plant and the Previous Xuzhou Steam Supply Agreement entered into between Jiangsu Zhongneng and Xuzhou Energy Plant (together, the “Previous Steam Supply Agreements”), each of Jinshanqiao Cogeneration Plant and Xuzhou Energy Plant agreed to supply, and Jiangsu Zhongneng agreed to purchase, steam for a term of one year commencing from 1 January 2010. The Previous Steam Supply Agreements and the transactions contemplated therein were announced by the Company on 30 December 2009 and approved by the Shareholders on 5 February 2010. The Previous Steam Supply Agreements will expire on 31 December 2010.

LETTER FROM THE BOARD

On 26 November 2010, the Board announced that on that date (i) Jiangsu Zhongneng entered into the Renewed Jinshanqiao Steam Supply Agreement with Jinshanqiao Cogeneration Plant and the Renewed Xuzhou Steam Supply Agreement with Xuzhou Energy Plant, respectively, to renew the terms of the Previous Steam Supply Agreements; (ii) Jiangsu GCL, another wholly-owned subsidiary of the Company, entered into the Jiangsu GCL Steam Supply Agreement with Xuzhou Energy Plant; and (iii) Jiangsu Zhongneng entered into the Connection Agreement with Jinshanqiao Cogeneration Plant.

Mr. Zhu Yu Feng, an executive Director, indirectly owns the entire equity interest in Jinshanqiao Cogeneration Plant. Mr. Zhu Yu Feng also indirectly owns 75% of Xuzhou Energy Plant with the remaining 25% held by a trust of which both Mr. Zhu Gong Shan (an executive Director and the father of Mr. Zhu Yu Feng) and Mr. Zhu Yu Feng are beneficiaries. Mr. Zhu Yu Feng is a connected person of the Company and both Jinshanqiao Cogeneration Plant and Xuzhou Energy Plant are associates of Mr. Zhu Yu Feng and thereby connected persons of the Company. Accordingly, the transactions contemplated under the Steam Supply Agreements constitute continuing connected transactions and the transaction contemplated under the Connection Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules and are subject to the approval of the Independent Shareholders.

The purpose of this circular is to provide you with (i) further information in respect of the Steam Supply Agreements and the Connection Agreement; (ii) the letter from First Shanghai containing its advice to the Independent Board Committee and the Independent Shareholders on the terms of the Continuing Connected Transactions and the Connected Transaction, including the Annual Caps; (iii) the recommendation of the Independent Board Committee on the terms of the Continuing Connected Transactions and the Connected Transaction, including the Annual Caps; and (iv) the notice convening the EGM at which an ordinary resolution will be proposed to seek the approval of the Independent Shareholders for the Continuing Connected Transactions and the Connected Transaction, including the Annual Caps.

PRINCIPAL TERMS OF THE RENEwED JINSHANqIAO STEAM SUPPLY AGREEMENT

(a) Date

26 November 2010

(b) Parties

Supplier: Jinshanqiao Cogeneration Plant

Customer: Jiangsu Zhongneng

(c) Subject Matter

Jinshanqiao Cogeneration Plant has agreed to supply, and Jiangsu Zhongneng has agreed to purchase, steam with a temperature of between 160°C to 380°C for the period from 1 January 2011 to 31 October 2013. The current agreed steam price for steam with pressure of 0.8 Mpa at about 200°C is RMB180 per tonne, which is the same as the Previous Jinshanqiao Steam Supply Agreement, will be payable monthly in arrears.

LETTER FROM THE BOARD

(d) Basis of Consideration

The current steam supply price of RMB180 per tonne was determined by arm’s length negotiations between the parties and cannot exceed the price approved by the Xuzhou Price Bureau. Any change to the steam supply price in the future will be subject to the application and approval by the Xuzhou Price Bureau.

PRINCIPAL TERMS OF THE RENEwED XUzHOU STEAM SUPPLY AGREEMENT

(a) Date

26 November 2010

(b) Parties

Supplier: Xuzhou Energy Plant

Customer: Jiangsu Zhongneng

(c) Subject Matter

Xuzhou Energy Plant has agreed to supply, and Jiangsu Zhongneng has agreed to purchase, steam with a temperature of between 180°C to 200°C with pressure at 0.8 Mpa for the period from 1 January 2011 to 31 October 2013. The steam price is RMB185 per tonne which is the same as the steam price under the Previous Xuzhou Steam Supply Agreement and will be payable monthly in arrears.

(d) Basis of Consideration

The current steam supply price of RMB185 per tonne was determined by arm’s length negotiations between the parties and cannot exceed the price approved by the Xuzhou Price Bureau. Any change to the steam supply price in the future will be subject to the application and approval by the Xuzhou Price Bureau.

The steam supply price with a temperature of 200°C from Jinshanqiao Cogeneration Plant is RMB180 per tonne, which is RMB5 per tonne lower than the steam supply price of Xuzhou Energy Plant. The reasons for the difference between the unit steam supply price under the Renewed Xuzhou Steam Supply Agreement and the price under the Renewed Jinshanqiao Steam Supply Agreement are as follows: (i) as Xuzhou Energy Plant is an incineration power plant, the cost of steam production is generally higher than that of cogeneration power plants such as Jinshanqiao Cogeneration Plant and (ii) the bulk purchase from Jinshanqiao Cogeneration Plant by Jiangsu Zhongneng justifies the lower unit price.

LETTER FROM THE BOARD

PRINCIPAL TERMS OF THE CONNECTION AGREEMENT

(a) Date

26 November 2010

(b) Parties

Party A: Jinshanqiao Cogeneration Plant

Party B: Jiangsu Zhongneng

(c) Subject Matter

Under the Previous Jinshanqiao Steam Supply Agreement, the required steam supply volume is 100 tonnes/hour with the temperature at 200°C and pressure at 0.8Mpa. Under the Renewed Jinshanqiao Steam Supply Agreement, the required steam supply volume is 620 tonnes/hour, with the highest temperature at 380°C and pressure at 3.8Mpa. Jiangsu Zhongneng anticipates that a larger steam volume with a higher steam supply standard is required to meet its production needs as a result of the upgrade of its technology. It is a normal industrial practice in Xuzhou for steam suppliers to charge their existing steam customers when their required steam standard exceeds their existing supply standard. Jinshanqiao Cogeneration Plant has charged a one-off connection fee at a rate of RMB500,000/tonne for a volume of 620 tonnes/hour (ie. in an amount of RMB310,000,000), 80% of which was payable within 5 days of the signing of the Connection Agreement (the “Initial Payment”) and the balance 20% is payable when the steam of such standard is ready to be supplied. In the event the Connection Agreement is not approved by the Independent Shareholders at the EGM, the Initial Payment will be refunded in full to Jiangsu Zhongneng.

(d) Basis of Consideration

The connection fee of RMB500,000/tonne was arrived at after arm’s length negotiations between the parties with reference to the current market rate. The current market rate in the Xuzhou area for a lower steam supply standard (i.e pressure at 0.4 Mpa and temperature at 150°C) ranges from RMB500,000/tonne to RMB650,000/tonne.

The initial connection fee paid by Jiangsu Zhongneng to Jinshanqiao Cogeneration Plant on 1 November 2008 was RMB20,000,000 at a price of RMB200,000/tonne for the then supply standard of 100 tonnes/hour with temperature at 360°C and pressure at 1.5Mpa.

LETTER FROM THE BOARD

PRINCIPAL TERMS OF THE JIANGSU GCL STEAM SUPPLY AGREEMENT

(a) Date

26 November 2010

(b) Parties

Supplier: Xuzhou Energy Plant

Customer: Jiangsu GCL

(c) Subject Matter

Xuzhou Energy Plant has agreed to supply, and Jiangsu GCL has agreed to purchase, steam with a temperature of between 180°C to 200°C for the period from 26 November 2010 to 31 October 2013. The steam price is RMB190 per tonne and will be payable monthly in arrears.

(d) Basis of Consideration

The current steam supply price of RMB190 per tonne was determined by arm’s length negotiations between the parties and cannot exceed the price approved by the Xuzhou Price Bureau. Any change to the steam supply price in the future will be subject to the application and approval by the Xuzhou Price Bureau.

The reasons for the difference between the unit steam supply price under the Renewed Xuzhou Steam Supply Agreement and the price under the Jiangsu GCL Steam Supply Agreement are as follows: (i) the technology set up of Jiangsu Zhongneng allows it to produce hot water to set off part of the steam supply cost from Xuzhou Energy Plant whereas Jiangsu GCL’s technology set up does not allow it to do so and (ii) the bulk purchase from Xuzhou Energy Plant by Jiangsu Zhongneng justifies the lower unit price.

LETTER FROM THE BOARD

ANNUAL CAPS

The Annual Caps for the continuing connected transactions under the Steam Supply Agreements and the connected transaction under the Connection Agreement are set out below:

			For the	For the	For the
		For the period from	year ending	year ending	period from
		26 November 2010 to	31 December	31 December	1 January 2013 to
		31 December 2010	2011	2012	31 October 2013
		(RMB)	(RMB)	(RMB)	(RMB)
1.	Renewed Jinshanqiao
	Steam Supply Agreement	–	1,359,000,000	2,240,000,000	1,908,504,000
2.	Renewed Xuzhou Steam
	Supply Agreement	–	148,000,000	152,040,000	130,000,000
3.	Jiangsu GCL Steam
	Supply Agreement	2,827,000	27,314,000	35,848,000	27,984,000
4.	Connection Agreement	248,000,000	62,000,000	–	–
	Total	250,827,000	1,596,314,000	2,427,888,000	2,066,488,000
		(equivalent to	(equivalent to	(equivalent to	(equivalent to
		HK$292,460,000)	HK$1,861,300,000)	HK$2,830,900,000)	HK$2,409,500,000)

The Annual Caps were calculated after taking into account (i) the current steam price under each of the agreements referred to above, (ii) the previous annual caps for the transactions under the Previous Jinshanqiao Steam Supply Agreement and the Previous Xuzhou Steam Supply Agreement, which were RMB504,900,000 and RMB49,500,000, respectively, (iii) the production capacity of Jinshanqiao Cogeneration Plant, (iv) the anticipated steam price movements in the PRC and (v) the estimated consumption of steam by Jiangsu Zhongneng and Jiangsu GCL.

For the period from 1 January 2010 to 31 October 2010, the total amounts paid by Jiangsu Zhongneng under the Previous Jinshanqiao Steam Supply Agreement and the Previous Xuzhou Steam Supply Agreement were approximately RMB251,815,000 and RMB49,000,000, respectively.

LETTER FROM THE BOARD

REASONS FOR, AND BENEFITS OF, THE CONTINUING CONNECTED TRANSACTIONS AND THE CONNECTED TRANSACTION

The Steam Supply Agreements and the Connection Agreement were entered into in the ordinary and usual course of the Group’s business. Steam is required by Jiangsu Zhongneng and Jiangsu GCL as part of their respective production processes. Steam is also used to provide heat for Jiangsu GCL’s plant during the autumn and winter seasons. The terms of the Steam Supply Agreements and the Connection Agreement were negotiated based on normal commercial terms and the steam supply price and the connection fee were determined following arm’s length negotiations between the parties.

The Directors (excluding the independent non-executive Directors whose views are set out in the letter from the Independent Board Committee in this circular) believe that the Continuing Connected Transactions and the Connected Transaction are on normal commercial terms and have been entered into in the ordinary and usual course of business of the Company and the terms of the Continuing Connected Transactions and the Connected Transaction, including the Annual Caps applicable thereto, are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

As Mr. Zhu Yu Feng and Mr. Zhu Gong Shan, both of whom are executive Directors, have indirect equity interests in Xuzhou Energy Plant and/or Jinshanqiao Cogeneration Plant (as further described in the section headed “General Information” of this circular), they have a material interest in the Steam Supply Agreements and the Connection Agreement and therefore abstained from voting on the Board resolutions to approve these agreements. Save as disclosed, none of the Directors has a material interest in the Steam Supply Agreements and the Connection Agreement.

GENERAL INFORMATION

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.

Jiangsu Zhongneng’s principal business operations involve the manufacture and sale of polysilicon and wafers.

Jiangsu GCL’s principal business operations involve the manufacture and sale of wafers.

Jinshanqiao Cogeneration Plant is principally engaged in the operation of cogeneration power plant and the sale of electricity and steam. Mr. Zhu Yu Feng, an executive Director, indirectly owns the entire equity interest in Jinshanqiao Cogeneration Plant.

Xuzhou Energy Plant is principally engaged in the operation of incineration power plant and the sale of electricity and steam. Mr. Zhu Yu Feng also indirectly owns 75% of Xuzhou Energy Plant with the remaining 25% held by a trust of which both Mr. Zhu Gong Shan (an executive Director and the father of Mr. Zhu Yu Feng) and Mr. Zhu Yu Feng are two of the beneficiaries.

10 -

LETTER FROM THE BOARD

LISTING RULES IMPLICATIONS

Mr. Zhu Yu Feng, an executive Director, indirectly owns the entire equity interest in Jinshanqiao Cogeneration Plant. Mr. Zhu Yu Feng also indirectly owns 75% of Xuzhou Energy Plant with the remaining 25% held by a trust of which both Mr. Zhu Gong Shan (an executive Director and the father of Mr. Zhu Yu Feng) and Mr. Zhu Yu Feng are two of the beneficiaries. Mr. Zhu Yu Feng is a connected person of the Company and both Jinshanqiao Cogeneration Plant and Xuzhou Energy Plant are associates of Mr. Zhu Yu Feng and thereby connected persons of the Company. Accordingly, the transactions contemplated under the Steam Supply Agreements constitute continuing connected transactions and the transaction contemplated under the Connection Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.

As the highest of the applicable percentage ratios (other than the profits ratio) in respect of the aggregated Annual Caps for the Continuing Connected Transactions and the Connected Transaction will, on an annual basis, be more than 5%, the Continuing Connected Transactions and the Connected Transaction will constitute non-exempt continuing connected transactions and a connected transaction of the Company under Rules 14A.35 and 14A.16(5) of the Listing Rules, respectively, and will be subject to the reporting and announcement requirements set out in Rules 14A.45 to 14A.47 of the Listing Rules and the independent shareholders’ approval requirement set out in Rule 14A.48 of the Listing Rules.

EGM

The EGM will be held at Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong at 10:00 a.m. on Wednesday, 5 January 2011 to consider and, if thought fit, to approve the Continuing Connected Transactions and the Connected Transaction, including the Annual Caps.

A notice convening the EGM is set out on pages 35 to 36 of this circular. Whether or not you are able to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same 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 appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting at the EGM if you so wish.

In accordance with the Listing Rules, the vote of the Independent Shareholders taken at the EGM to approve the Continuing Connected Transactions and the Connected Transaction, including the Annual Caps, will be taken by poll. Any connected person of the Company having any material interest in the Continuing Connected Transactions and the Connected Transaction, and any Shareholder with a material interest in the Continuing Connected Transactions and the Connected Transaction and their respective associates will abstain from voting at the EGM. Accordingly, Mr. Zhu Yu Feng, Mr. Zhu Gong Shan and their respective associates (who are deemed to have interest in 5,015,343,327 Shares, i.e. approximately 32.41% of the entire issued share capital of the Company as at the Latest Practicable Date) will abstain from voting at the EGM. The result of the vote will be announced after the EGM.

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LETTER FROM THE BOARD

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADvISER

The Independent Board Committee, comprising all the independent non-executive Directors, namely Messrs. Qian Zhi Xin, Xue Zhong Su, Yip Tai Him and Ir. Dr. Raymond Ho Chung Tai, has been formed to consider and advise the Independent Shareholders in respect of the fairness and reasonableness of the terms of the Continuing Connected Transactions and the Connected Transaction, including the Annual Caps. Your attention is drawn to the letter from the Independent Board Committee set out on pages 13 and 14 of this circular, which contains its recommendation to the Independent Shareholders as to the voting at the EGM.

First Shanghai has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the fairness and reasonableness of the terms of the Continuing Connected Transactions and the Connected Transaction, including the Annual Caps. Your attention is drawn to the letter from First Shanghai set out on pages 15 to 23 of this circular, which contains its advice to the Independent Board Committee and the Independent Shareholders as to voting at the EGM.

ADDITIONAL INFORMATION

Your attention is also drawn to the general information of the Group contained in the Appendix to this circular.

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

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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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)

To the Independent Shareholders

15 December 2010

Dear Sir or Madam,

CONNECTED TRANSACTION AND CONTINUING CONNECTED TRANSACTIONS IN RELATION TO STEAM SUPPLY

We refer to this circular dated 15 December 2010 issued by the Company to its Shareholders, of which this letter forms part. Unless the context otherwise requires, terms defined in this circular shall have the same meaning when used in this letter.

We have been appointed as the Independent Board Committee to advise the Independent Shareholders as to whether, in our opinion, the terms of the transactions contemplated under the Steam Supply Agreements and the Connection Agreement, including the Annual Caps, are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

First Shanghai has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders on the fairness and reasonableness of the terms of the Steam Supply Agreements and the Connection Agreement, including the Annual Caps.

We wish to draw your attention to (i) the letter of advice from First Shanghai as set out on pages 15 to 23 of this circular; and (ii) the letter from the Board as set out on pages 4 to 12 of this circular, which set out information relating to, and the reasons for and benefits of the Continuing Connected Transactions and the Connected Transaction.

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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 Steam Supply Agreements and the Connection Agreement, and the basis upon which their terms have been determined. We have considered the factors and reasons considered by, and the opinions and recommendations of, First Shanghai as set out on pages 15 to 23 of this circular. We are of the opinion that the terms of the transactions contemplated under the Steam Supply Agreements and the Connection Agreement, including the Annual Caps, are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend that the Independent Shareholders vote in favour of the ordinary resolution to approve the transactions contemplated under Steam Supply Agreements and the Connection Agreement, including the Annual Caps, to be proposed at the EGM.

Yours faithfully,

For and on behalf of the Independent Board Committee QIAN Zhi Xin Raymond HO Chung Tai XUE Zhong Su YIP Tai Him Independent non-executive Directors

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LETTER FROM FIRST SHANGHAI

The following is the text of the letter of advice to the Independent Board Committee and the Independent Shareholders from First Shanghai on the terms of the Continuing Connected Transactions and the Connected Transaction, including the Annual Caps, for the purpose of incorporation in this circular.

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FIRST SHANGHAI CAPITAL LIMITED

19th Floor, Wing On House 71 Des Voeux Road Central Hong Kong

15 December 2010

To the Independent Board Committee
and the Independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION AND CONTINUING CONNECTED TRANSACTIONS IN RELATION TO STEAM SUPPLY

INTRODUCTION

We refer to our engagement to advise the Independent Board Committee and the Independent Shareholders on the terms of the transactions contemplated under the Renewed Jinshanqiao Steam Supply Agreement, the Renewed Xuzhou Steam Supply Agreement, the Jiangsu GCL Steam Supply Agreement and the Connection Agreement (collectively, the “Agreements”), including the Annual Caps, details of which are set out in the circular of the Company dated 15 December 2010 (the “Circular”) to the Shareholders of which this letter forms a part. Unless the context otherwise requires, terms used in this letter shall have the same meanings as those defined in the Circular.

As at the Latest Practicable Date, Jinshanqiao Cogeneration Plant was owned entirely and indirectly by Mr. Zhu Yu Feng, an executive Director; and Xuzhou Energy Plant was owned as to 75% indirectly by Mr. Zhu Yu Feng and 25% by a trust of which both Mr. Zhu Gong Shan (an executive Director and the father of Mr. Zhu Yu Feng) and Mr. Zhu Yu Feng are two of the beneficiaries. Accordingly, Jinshanqiao Cogeneration Plant and Xuzhou Energy Plant are connected persons of the Company (as defined in the Listing Rules) and the transactions contemplated under the Steam Supply Agreements therefore constitute continuing connected transactions and the transaction contemplated under the Connection Agreement constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules and are subject to, among others, approval by the Independent Shareholders by way of poll at the EGM.

15 -

LETTER FROM FIRST SHANGHAI

The Independent Board Committee, comprising all the independent non-executive Directors, namely Messrs. Qian Zhi Xin, Ir. Dr. Raymond Ho Chung Tai, Xue Zhong Su and Yip Tai Him, has been established to advise the Independent Shareholders in respect of the fairness and reasonableness of the terms of the Continuing Connected Transactions and the Connected Transaction and the Annual Caps. We, First Shanghai Capital Limited, have been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

In putting forth our opinion and recommendation, we have relied on the accuracy of the information and representations included in the Circular and provided to us by the management of the Group, and have assumed that all such information and representations made or referred to in the Circular and provided to us by the management of the Group were true at the time they were made and will continue to be true up to the time of the holding of the EGM. We have also assumed that all statements of belief, opinion and intention made in the Circular were reasonably made after due enquiry. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the management of the Group and have been advised that no material facts have been withheld or omitted from the information provided and referred to in the Circular. We consider that we have reviewed sufficient information to reach an informed view and to justify reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our advice. We have not, however, conducted any independent verification of the information included in the Circular and provided to us by the management of the Group nor have we conducted any form of investigation into the business, affairs or future prospects of the Group.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion on the terms of the Continuing Connected Transactions and the Connected Transaction and the Annual Caps, we have taken into account the following principal factors and reasons:

1. Background to and reasons for the entering into of the Continuing Connected Transactions and the Connected Transaction

The Group is 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. Jiangsu Zhongneng and Jiangsu GCL are wholly-owned subsidiaries of the Company, both of which are principally engaged in the manufacture and sale of wafers and/or polysilicon.

On 27 April 2009, Jiangsu Zhongneng entered into a steam supply agreement (the “First Steam Supply Agreement”) with Jinshanqiao Cogeneration Plant, pursuant to which Jinshanqiao Cogeneration Plant agreed to supply steam to Jiangsu Zhongneng given that Jiangsu Zhongneng requires steam during part of the polysilicon manufacturing process. In light of the expiry of the First Steam Supply Agreement, the Group entered into the Previous Jinshanqiao Steam Supply Agreement on 30 December 2009. Moreover, as it was expected that Jinshanqiao Cogeneration Plant was not able to meet the expected steam consumption of Jiangsu Zhongneng for the year ending 31 December 2010, Jiangsu Zhongneng also entered into the Previous Xuzhou Steam Supply Agreement on 30 December 2009 with Xuzhou Energy Plant, pursuant to which Xuzhou Energy Plant agreed to supply steam to Jiangsu

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LETTER FROM FIRST SHANGHAI

Zhongneng for the year ending 31 December 2010. Further details of the Previous Jinshanqiao Steam Supply Agreement and the Previous Xuzhou Steam Supply Agreement (collectively, the “Previous Steam Supply Agreements”) have been disclosed in the announcement of the Company dated 30 December 2009 and the circular of the Company dated 19 January 2010.

Provided that the Previous Steam Supply Agreements are due to expire on 31 December 2010 and having been further advised that (i) Jiangsu Zhongneng is expected to continue its manufacturing operations and will require the types of steam from both Jinshanqiao Cogeneration Plant and Xuzhou Energy Plant for its production processes; (ii) Jiangsu GCL will require the type of steam to be supplied by Xuzhou Energy Plant in the coming years for its production processes and to provide heat for its plant during autumn and winter; and (iii) Jinshanqiao Cogeneration Plant and Xuzhou Energy Plant are the only two major steam suppliers within the steam supply radius of Jiangsu Zhongneng and Jiangsu GCL, the Group entered into the Steam Supply Agreements on 26 November 2010 to fulfil the steam consumption requirements of Jiangsu Zhongneng and Jiangsu GCL.

In addition, we understand from the management of the Group that Jiangsu Zhongneng is expected to achieve a technological upgrade by mid 2011, where steam with pressures different from the ones previously supplied will be required by Jiangsu Zhongneng to continue its upgraded production. In order to cope with the transmission of the new types of steam, in particular, the type with significantly higher pressure, Jinshanqiao Cogeneration Plant and Jiangsu Zhongneng entered into the Connection Agreement, pursuant to which Jinshanqiao Cogeneration Plant will charge Jiangsu Zhongneng an one-off connection fee primarily for the construction of a new steam transmission network as well as installation of new equipment.

Having considered that, in particular, (i) both Jiangsu Zhongneng and Jiangsu GCL will require steam during their operations; (ii) Jinshanqiao Cogeneration Plant and Xuzhou Energy Plant are the only two major steam suppliers in the area and have been supplying steam to the Group; and (iii) Jiangsu Zhongneng will require a new transmission network for the procurement of higher pressure steam after its technological upgrade, we consider that the entering into of the Agreements is in the ordinary and usual course of business of the Group and is in the interests of the Company and the Shareholders as a whole.

2. Principal terms of the Agreements

i. Principal pricing and payment terms under the Steam Supply Agreements

We understand that the steam prices under the Steam Supply Agreements will not exceed the price approved by the Xuzhou Price Bureau from time to time. In addition, we noted from the letter from the Board that the current unit price for similar type of steam supplied to Jiangsu Zhongneng by Xuzhou Energy Plant is slightly higher than that supplied by Jinshanqiao Cogeneration Plant, which we have been advised the reasons are that (i) Jinshanqiao Cogeneration Plant offers a bulk discount to Jiangsu Zhongneng for its higher procurement volume; and (ii) Xuzhou Energy Plant is an incineration power plant which has a higher production cost as compared with Jinshanqiao Cogeneration Plant. We also noted that the current unit price

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LETTER FROM FIRST SHANGHAI

supplied by Xuzhou Energy Plant to Jiangsu GCL is slightly higher than the unit price supplied to Jiangsu Zhongneng for similar type of steam and we have been advised the key reason is that Jiangsu Zhongneng already has a technology set up to transmit hot water back to Xuzhou Energy Plant to save the steam production cost of Xuzhou Energy Plant. We have also been advised that Xuzhou Energy Plant does not supply steam to independent third parties, hence we have reviewed invoices in relation to the supply of steam by Jinshanqiao Cogeneration Plant to independent third parties and noted that the recent price of the type of steam currently supplying by both Jinshanqiao Cogeneration Plant and Xuzhou Energy Plant are no less favourable to the Group compared to those with independent third parties and has not exceeded the currently government approved steam prices.

Regarding the payment terms, we understand that the transactions in relation to the supply of steam under the Steam Supply Agreements will be payable monthly in arrears. As such, we have reviewed the annual report of the Company for the year ended 31 December 2009 (the “2009 Annual Report”) and noted that the payment terms under the Steam Supply Agreements are in line with the normal commercial practise of the Group, where the Group was granted by its suppliers credit periods ranging from 30 to 90 days for its trade purchases and almost 90% of trade payables were due within 90 days as at 31 December 2009.

Given the Group had carried out continuing connected transactions in relation to the supply of steam from Jinshanqiao Cogeneration Plant and Xuzhou Energy Plant during the year ended 31 December 2009, we have further reviewed the 2009 Annual Report and noted that the Board, including the independent non-executive Directors, and the auditor of the Company had confirmed, among others, the continuing connected transactions of the Group for the year ended 31 December 2009 were (i) entered into and conducted either on normal commercial terms or terms no less favourable to the Company than terms available to or from independent third parties; and (ii) in accordance with the relevant written agreements governing them on terms that are fair and in the interests of the Company and the Shareholders as a whole. We have also enquired the management of the Group regarding the internal control of the Group and we understand that the Group will comply with the relevant Listing Rules governing the Continuing Connected Transactions as set out in the section headed “Measures to ensure compliance with the Listing Rules” below.

Having considered the above, we are of the view that the terms of the Steam Supply Agreements are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned.

ii. Principal pricing and payment terms under the Connection Agreement

We understand that Jiangsu Zhongneng will require different types of steam upon its technological upgrade to be achieved by mid 2010 and a new steam transmission network together with new equipment will be required by Jinshanqiao Cogeneration Plant to facilitate the transmission of the higher pressure steam for the upgraded production processes of Jiangsu Zhongneng. As disclosed in the letter from the Board, it is a normal industrial practice in Xuzhou, Jiangsu Province, the PRC for steam suppliers to charge their existing steam customers when the required steam standard of their customers exceeds their existing supply standard.

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LETTER FROM FIRST SHANGHAI

Pursuant to the Connection Agreement, Jinshanqiao Cogeneration Plant would charge a one-off connection fee at a rate of RMB500,000 per tonne for a volume of 620 tonnes per hour (ie. in an amount of RMB310,000,000). We understand that the volume of 620 tonnes per hour is based on the expected consumption volume of steam by Jiangsu Zhongneng upon its technological upgrade to be achieved by mid 2011. As such, we have reviewed the expected steam consumption schedule of Jiangsu Zhongneng upon its expected technological upgrade and we have also reviewed independent third party contracts in relation to connection fees in Xuzhou, Jiangsu Province, the PRC, where we noted that (i) it is not unusual for a steam supplier to charge its customer an one-off connection fee; and (ii) the fee charged by Jinshanqiao Cogeneration Plant is no less favourable to the Group than those with independent third parties.

In accordance with the payment terms of the Connection Agreement, 80% of the one-off connection fee would be payable within 5 days of the signing of the Connection Agreement and the balance 20% will be payable when the steam of such standard is ready to be supplied. Taking into account that the construction of the new transmission network by Jinshanqiao Cogeneration Plant is for the supply of the new type of steam specifically requested by Jiangsu Zhongneng, and the payment terms under the Connection Agreement are comparable to those with independent third parties after reviewing contracts with independent third parties in relation to connection fees for the supply of steam, we are of the view that the payment term of the Connection Agreement is reasonable.

Having considered the above, we are of the view that the terms of the Connection Agreement are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned.

3. Annual Caps

The following table sets out the historical transaction amounts and the Annual Caps under the Steam Supply Agreements and the Connection Agreement:–

			Annual Caps
	Actual
	transaction
	amount for the	For the			For the
	period from	period from			period from
	1 January	26 November	For the	For the	1 January
	2010 to	2010 to	year ending	year ending	2013 to
	31 October	31 December	31 December	31 December	31 October
	2010	2010	2011	2012	2013
	(in RMB’000)	(in RMB’000)	(in RMB’000)	(in RMB’000)	(in RMB’000)
Renewed Jinshanqiao	251,815	n/a	1,359,000	2,240,000	1,908,504
Steam Supply Agreement	(note 1)	(note 3)
Renewed Xuzhou Steam	49,000	n/a	148,000	152,040	130,000
Supply Agreement	(note 2)	(note 3)
Jiangsu GCL Steam	–	2,827	27,314	35,848	27,984
Supply Agreement
Connection Agreement	–	248,000	62,000	–	–

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LETTER FROM FIRST SHANGHAI

Notes:

Historical actual transaction amount in relation to the Previous Jinshanqiao Steam Supply Agreement.
Historical actual transaction amount in relation to the Previous Xuzhou Steam Supply Agreement.
The period from 26 November 2010 to 31 December 2010 is covered by the Previous Steam Supply Agreements and the transaction amount during the period is governed by the annual caps under the Previous Steam Supply Agreements.

As set out in the letter from the Board, the Annual Caps were calculated after taking into account (i) the current steam price under each of the Steam Supply Agreements; (ii) the previous annual caps for the transactions under the Previous Steam Supply Agreements; (iii) the production capacity of Jinshanqiao Cogeneration Plant; and (iv) the anticipated steam price movements in the PRC; and (v) the estimated consumption of steam by Jiangsu Zhongneng and Jiangsu GCL. We have been advised that (i) Jiangsu GCL is expected to commence operation in December 2010 and will require steam supply for both production and heating purposes for the production plant; and (ii) the first payment for the Connection Agreement will be payable within 5 days of the signing of the Connection Agreement, therefore the period of the Annual Caps begins on 26 November 2010, being the date of the announcement of the Company in relation to the Agreements, and the period of the Annual Caps under each of the Steam Supply Agreements will end on 31 October 2013 for not applying Annual Caps of a period exceeding three years and for consistency purposes.

i. Annual Caps in respect of the Steam Supply Agreements

We have discussed with the management of the Group and we have reviewed the underlying assumptions in determining of the Annual Caps in respect of the Steam Supply Agreements and we noted that the Annual Caps have made reference to the expected steam price and the expected steam consumption volume. Hence, in order to assess the fairness and reasonableness of the Annual Caps in respect of the Steam Supply Agreements, we have reviewed the expected steam price and the expected steam consumption volume.

Regarding the expected steam prices, we have reviewed recent invoices in relation to comparable types of steam with independent third parties and noted that the expected steam prices from 26 November 2010 to 31 December 2011 for the type of steam currently supplying are no less favourable to the Group as compared with independent third parties. In addition, we have reviewed relevant documents and noted that the expected steam prices from 26 November 2010 to 31 December 2011 do not exceed the currently government approved steam prices. Furthermore, we noted that the expected steam prices during the year ending 31 December 2012 and the ten months ending 31 October 2013 have taken into account an annual inflation rate (the “Inflation Rate”), which we consider to be conservatively determined given that the Inflation Rate is less than the annual growth rate of the purchasing price indices for raw materials, fuels and power in the past few years as obtained from the China Statistical Year Book 2009 published by the National Bureau of Statistics of China. Hence, we are of the view that the expected steam prices in determining the Annual Caps in respect of the Steam Supply Agreements are reasonable.

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LETTER FROM FIRST SHANGHAI

Regarding the volume of steam to be provided by Jinshanqiao Cogeneration Plant to Jiangsu Zhongneng under the Renewed Jinshanqiao Steam Supply Agreement, we have been advised that the steam consumption volume is expected to increase significantly for the year ending 31 December 2011 due to (i) the expected launch of an additional comprehensive utilization process in January 2011; and (ii) the technological upgrade to be achieved by mid 2011 which will significantly increase steam consumption volume. We have reviewed the expected steam consumption schedule for the period of the Annual Caps and also understand that the significant increase in consumption volume together with the higher price of the new type of higher pressure steam has driven the significant increase in the expected transaction amount for the year ending 31 December 2011 as compared with the actual transaction amounts for the ten months ended 31 October 2010. We understand that the increase in Annual Cap for the year ending 31 December 2012 as compared to that for the year ending 31 December 2011 is mainly due to the technological upgrade which is expected to be in place in mid 2011, where the full effect of the technological upgrade on increased steam consumption will not be completely reflected in the Annual Cap for the year ending 31 December 2011. Nonetheless, upon the completion of the technological upgrade, the monthly consumption volume is not expected to further increase for the year ending 31 December 2012 and the ten months ending 31 October 2013, therefore the monthly transaction amounts during these periods are expected to be stable apart from the Inflation Rate as discussed above.

Regarding the volume of steam to be provided by Xuzhou Energy Plant to Jiangsu Zhongneng under the Renewed Xuzhou Steam Supply Agreement, we have been advised that the steam consumption volume is expected to increase for the year ending 31 December 2011 to accommodate the expected launch of the additional comprehensive utilization process of Jiangsu Zhongneng in January 2011. We have reviewed the expected steam consumption schedule for the period of the Annual Caps and we also understand that the increase in consumption volume is the principal driving factor for the increase in the expected transaction amount for the year ending 31 December 2011 as compared with the actual transaction amounts for the ten months ended 31 October 2010. Nonetheless, the monthly consumption volume is not expected to increase for the year ending 31 December 2012 and the ten months ending 31 October 2013, therefore the transaction amounts during these periods are expected to be stable apart from the Inflation Rate as discussed above.

Regarding the volume of steam to be provided by Xuzhou Energy Plant to Jiangsu GCL under the Jiangsu GCL Steam Supply Agreement, we have discussed with the management of the Group and reviewed the expected steam consumption schedule for the period of the Annual Caps and we understand that (i) the expected steam consumption volumes are for production processes throughout the period and for supplying heat in autumn and winter; and (ii) the expected steam consumption volumes fluctuates on a seasonal basis given that Jiangsu GCL will require a low volume of steam for its production process, therefore the proportion of steam to be used for heating by Jiangsu GCL is comparatively high. We noted that the expected consumption volume for the year ending 31 December 2012 is higher than the same for the year ending 31 December 2011 and we have been advised that it is mainly attributable to the expected expansion of production capacity of Jiangsu GCL during the year ending 31 December

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LETTER FROM FIRST SHANGHAI

We also noted that the expected steam consumption for 2012 and 2013 is fairly stable and the difference in their respective Annual Cap is that only ten months are covered in the year 2013 and higher steam consumption volume for heating purpose for the production plant is required for autumn and winter.

Based on the above, we are of the view that the bases of the Annual Caps in respect of the Steam Supply Agreements are fair and reasonable so far as the Independent Shareholders are concerned.

ii. Annual Caps in respect of the Connection Agreement

Pursuant to the terms of the Connection Agreement, Jinshanqiao Cogeneration Plant would charge a one-off connection fee at a rate of RMB500,000 per tonne for a volume of 620 tonnes per hour (i.e. in aggregate of RMB310,000,000). We understand that 80% of the one-off connection fee would be payable within 5 days of the signing of the Connection Agreement and the balance 20% will be payable when the steam of such standard is ready to be supplied. Hence, 80% of the connection fee, being RMB248 million, would be the Annual Cap for the period from 26 November 2010 to 31 December 2010, whereas the remaining 20%, being RMB62 million, would be the Annual Cap for the year ending 31 December 2011 given that the construction is expected to be completed in mid 2011 to accommodate the technology upgrade of Jiangsu Zhongneng.

As discussed in the section headed “Principal terms of the Agreements”, we have analysed the basis of the connection fee, where we have reviewed the expected steam consumption schedule of Jiangsu Zhongneng upon its expected technological upgrade in relation to the expected consumption rate of 620 tonnes per hour. We have also reviewed contracts with independent third parties in relation to connection fees, where we noted that the fee charged by Jinshanqiao Cogeneration Plant is no less favourable to the Group than those with independent third parties. Hence, we are of the view the bases of the Annual Caps in respect of the Connection Agreement are fair and reasonable so far as the Independent Shareholders are concerned.

4. Measures to ensure compliance with the Listing Rules

In compliance with the annual review requirements under Chapter 14A of the Listing Rules, the Company will comply with the following during the term of the Agreements in relation to the Continuing Connected Transactions and the Connected Transaction (collectively, the “Transactions”):

(i) each year the independent non-executive Directors must review the Transactions and confirm in the Company’s annual report and accounts that the Transactions have been entered into (a) in the ordinary and usual course of business of the Company; (b) either on normal commercial terms or, if there are not sufficient comparable transactions to judge whether they are on normal commercial terms, on terms no less favourable to the Group than terms available to or from (as appropriate) independent third parties; and (c) in accordance with the Agreements governing them on terms that are fair and reasonable and in the interests of the Shareholders as a whole;
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LETTER FROM FIRST SHANGHAI

(ii) each year the auditors of the Company must provide a letter to the Board (with a copy provided to the Stock Exchange at least 10 business days prior to the bulk printing of the annual report of the Company) confirming that the Transactions (a) have received the approval of the Board; (b) are in accordance with the pricing policies of the Company if the Transactions involve provision of goods or services by the Company; (c) have been entered into in accordance with the relevant agreement governing the transactions; and (d) have not exceeded the respective Annual Caps;
(iii) the Company will allow, and will procure that the counterparty to the Transactions will provide the auditors of the Company with sufficient access to the relevant records of the Transactions for the purpose of reporting on the Transactions. The Board must state in the annual report whether its auditors have confirmed the matters stated in paragraph (ii) above; and
(iv) the Company shall promptly notify the Stock Exchange and publish an announcement in accordance with the Listing Rules if it knows or has reason to believe that the independent non-executive Directors and/or auditors of the Company will not be able to confirm the matters set out in paragraphs (i) and/or (ii) above respectively.

In light of the reporting requirements attached to the Transactions, in particular, (i) the restriction of the value of the Transactions by way of the Annual Caps; and (ii) the ongoing review by the independent non-executive Directors and the auditors of the Company of the terms of the Transactions and the Annual Caps not being exceeded, we are of the view that appropriate measures will be in place to govern the conduct of the Transactions and safeguard the interests of the Independent Shareholders.

RECOMMENDATION

Having taken into account the above principal factors, we are of the view that (i) the entering into of the Agreements is in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole; and (ii) the terms of the Continuing Connected Transactions and the Connected Transaction are on normal commercial terms, together with the bases of the Annual Caps, are fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, we advise the Independent Board Committee to recommend, and we ourselves advise, the Independent Shareholders to vote in favour of the ordinary resolutions to be proposed at the EGM to approve the Continuing Connected Transactions and the Connected Transaction and the Annual Caps.

Yours faithfully, For and on behalf of

First Shanghai Capital Limited

Helen Zee Managing Director

Fanny Lee Deputy Managing Director

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GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

(a) Directors

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 adopted by the Company (the “Model Code”) were as follows:

Long position in Shares/underlying Shares

			Number of
	Number	of	underlying
	Shares		Shares held		Percentage
Name of Directors/	Corporate	Personal	under equity		of issued
Chief Executive	interests	interest	derivatives	Total	share capital
Zhu Gong Shan	5,015,343,327	–	–	5,015,343,327	32.41
	(note 1)
Sha Hong Qiu	–	1,000,000	3,360,000	4,360,000	0.03
			(note 2)
Ji Jun	–	–	3,000,000	3,000,000	0.02
			(note 2)
Shu Hua	–	1,200,000	3,000,000	4,200,000	0.03
			(note 2)

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GENERAL INFORMATION

APPENDIX

			Number of
	Number	of	underlying
	Shares		Shares held		Percentage
Name of Directors/	Corporate	Personal	under equity		of issued
Chief Executive	interests	interest	derivatives	Total	share capital
Yu Bao Dong	19,832,032	1,112,000	3,000,000	23,944,032	0.15
	(note 3)		(note 2)
Sun Wei	–	3,223,000	3,000,000	6,223,000	0.04
			(note 2)
Tong Yee Ming	–	–	1,200,000	1,200,000	0.01
			(note 2)
Zhu Yu Feng	5,015,343,327	–	1,000,000	5,016,343,327	32.42
	(note 1)		(note 2)

Notes:

(1) The interests of Mr. Zhu Gong Shan are held by Highexcel Investments Limited and Happy Genius Holdings Limited, both of which are indirectly wholly-owned by Golden Concord Group Limited, which in turn is wholly-owned by Asia Pacific Energy Holdings Limited. Asia Pacific Energy Holdings Limited is in turn wholly-owned by Asia Pacific Energy Fund Limited. Asia Pacific Energy Fund Limited is ultimately held under a discretionary trust by Credit Suisse Trust Limited for Mr. Zhu Gong Shan and his family, including Mr. Zhu Yu Feng, the son of Mr. Zhu Gong Shan and a Director.
(2) These are share options granted by the Company to the Directors under the pre-IPO share option scheme and share option scheme, both of which were adopted by the Shareholders on 22 October 2007. Such share options can be exercised by the Directors at various intervals during the period from 1 April 2009 to 15 February 2019 at an exercise price of HK$4.10 and HK$0.59, respectively.
(3) Mr. Yu Bao Dong is the ultimate beneficial owner of Bonus Billion Group Limited and Joy Big Holdings Limited. Bonus Billion Group Limited and Joy Big Holdings Limited owns 6,108,934 Shares and 13,723,098 Shares, respectively.

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 positions 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 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 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.

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GENERAL INFORMATION

APPENDIX

(b) Substantial Shareholders

(i) 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 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 meetings of any other member of the Group:

Long Position in the Shares and underlying Shares

			Number
		Capacity/	of Shares/	Percentage
		nature of	underlying	of issued
Name	Note	interest	Shares held	share capital
Asia Pacific Energy Fund	(1)	Interest in a	5,015,343,327	32.41
Limited		controlled
		corporation
Chengdong Investment	(2)	Beneficial	3,108,163,054	20.09
Corporation		interest

Notes:

(1) The interests of Mr. Zhu Gong Shan are held by Highexcel Investments Limited and Happy Genius Holdings Limited, both of which are indirectly wholly-owned by Golden Concord Group Limited, which in turn is wholly-owned by Asia Pacific Energy Holdings Limited. Asia Pacific Energy Holdings Limited is in turn wholly-owned by Asia Pacific Energy Fund Limited. Asia Pacific Energy Fund Limited is ultimately held under a discretionary trust by Credit Suisse Trust Limited for Mr. Zhu Gong Shan and his family, including Mr. Zhu Yu Feng, the son of Mr. Zhu Gong Shan and a Director. Mr. Zhu Gong Shan and his family are beneficiaries under the discretionary trust.
(2) China Investment Corporation is interested in approximately 3,111,103,054 Shares, out of which Chengdong Investment Corporation (a wholly-owned subsidiary of China Investment Corporation) owns 3,108,163,054 Shares. Both Mr. Chau Kwok Man, Cliff and Ms. Bai Xiao Qing, nonexecutive Directors of the Company, are employees of China Investment Corporation.
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GENERAL INFORMATION

APPENDIX

(ii) As at the Latest Practicable Date, the following entities were 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 other members of the Group:

Long Position in shares/registered capital of the members of the Group

			Contributed
			registered
			capital
			(RMB unless	Percentage of
Name of member	Name of	Capacity/nature	otherwise	registered
of the Group	Shareholder(s)	of interest	stated)	capital
Fengxian Xinyuan	江蘇金馬房地產有限	Beneficial owner	49,000,000	49
Biological	公司(Jiangsu Jinma
Environmental	Property Co. Ltd.*)
Heat and Power
Co., Ltd.
Funing Golden Concord	江蘇省國神風電成套設	Beneficial owner	US$1,200,000	15
Environmental	備有限公司(Jiangsu
Protection Co-generation	Guoshen Wind
Co., Ltd.	Power Facility Co.,
	Ltd.*)
	博騰國際投資貿易有限	Beneficial owner	US$1,600,000	20
	公司(Broadsino
	Investment Company
	Limited)
Haimen Xinyuan	江蘇電力發展股份有限	Beneficial owner	US$2,320,000	29
Environmental	公司(Jiangsu Electric
Protection	Development Co.
Co-Generation Co., Ltd.	Ltd.*)
	江蘇通供集體資產營運	Beneficial owner	US$1,600,000	20
	中心(Jiangsu Tong
	Gong Holding Asset
	Co. Ltd.*)
Kunshan Xinyuan	蘇州鑫圓資產投資有限	Beneficial owner	29,050,000	25
Environmental	公司(Suzhou Xin
Protection Cogen-Power	Yuan Asset
Co., Ltd.	Investments Co.
	Ltd.*)

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GENERAL INFORMATION

APPENDIX

			Contributed
			registered
			capital
			(RMB unless	Percentage of
Name of member	Name of	Capacity/nature	otherwise	registered
of the Group	Shareholder(s)	of interest	stated)	capital
	昆山高科技有限公司	Beneficial owner	16,268,000	14
	(Kunshan
	Technology Co.,
	Ltd.*)
Yangzhou Harbour Sludge	揚州廣源集團有限公司	Beneficial owner	US$3,094,960	22
Power Co., Ltd.	Yangzhou
	Guangyuan Holdings
	Co. Ltd.*)
	江蘇電力發展股份有限	Beneficial owner	US$3,094,960	22
	公司(Jiangsu Electric
	Development Co.
	Ltd.*)
Suzhou Industrial Park	中新蘇州工業園區市政	Beneficial owner	90,000,000	30
Blue Sky Gas	公用發展集團有限公司
Cogen-Power Co., Ltd.	(Zhongxin Suzhou
	Industrial Park
	Municipal Public
	Utility Development
	Holding Co. Ltd.*)
	蘇州蘇鑫資產投資有限	Beneficial owner	57,000,000	19
	公司(Suzhou Suxin
	Asset Investments
	Co. Ltd.*)
Xuzhou Western	華潤天能（徐州）煤電有	Beneficial owner	23,808,000	24
Environmental	限公司(China
Protection	Resources Tianneng
Co-generation	Xuzhou Coal &
Power Co., Ltd.	Power Co., Ltd.*)
Konca Solar Cell	無錫國聯環保能源	Beneficial owner	152,333,400	24.8
Co., Ltd.	集團有限公司
	(Wuxi Guolian
	Environmental
	Energy Holding
	Co., Ltd.*)
Fengxian Xincheng	江蘇金馬房地產有限	Beneficial owner	9,200,000	20
Environmental	公司(Jiangsu Jinma
Cogen-Power Co., Ltd.*	Property Co. Ltd.*)

For identification only
28 -

GENERAL INFORMATION

APPENDIX

Save as disclosed above, 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 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.

Save for Mr. Zhu Gong Shan, Mr. Zhu Yu Feng, Mr. Chau Kwok Man, Cliff and Ms. Bai Xiao Qing (whose relationship with substantial shareholders is disclosed under Notes (1) and (2) as set out in subsection (b) headed “Substantial Shareholders” of the section headed “Disclosure of Interests” on page 26 of this circular), as at the Latest Practicable Date, none of the Directors was a director or employee of a company (or its holding company) or beneficiaries of a trust, the trustee of which had 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.

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 member of the Group which was not determinable within one year without payment of compensation, other than statutory compensation.

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

As at the Latest Practicable Date, none of the Directors had any interest, direct or indirect, in any assets which have been since 31 December 2009 (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 any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

As at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement subsisting at the Latest Practicable Date which was significant in relation to the business of the Group.

29 -

GENERAL INFORMATION

APPENDIX

6. DIRECTORS’ INTERESTS IN COMPETING BUSINESS

As at the Latest Practicable Date, the interests of 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
Names of the	which the relevant	Principal activities of	% interest in
Company’s Directors	Director has interest	the competing company	competing company
(i) Mr. Zhu Gong Shan	Taicang Harbour Power	Operation of a cogeneration	44% interest is held by
	Plant	plant in Taicang, Jiangsu,	a trust, of which Mr.
		the PRC	Zhu Gong Shan and
			his family (including
			Mr. Zhu Yu Feng) are
			beneficiaries
	Nanjing Cogeneration	Operation of a cogeneration	100% interest is held by
	Plant	plant in Nanjing, the	a trust, of which Mr.
		PRC	Zhu Gong Shan and
			his family (including
			Mr. Zhu Yu Feng) are
			beneficiaries
	Longgu Cogeneration	Operation of a power plant	59% interest is held by
	Plant	in Longgu, Peixian, the	a trust, of which Mr.
		PRC	Zhu Gong Shan and
			his family (including
			Mr. Zhu Yu Feng) are
			beneficiaries
	Guohua Taicang Power	Operation of a power plant	an effective interest of
	Plant	in Taicang, Jiangsu	22% is held by a trust,
			of which Mr. Zhu Gong
			Shan and his family
			(including Mr. Zhu Yu
			Feng) are beneficiaries

30 -

GENERAL INFORMATION

APPENDIX

	Name of company in
Names of the	which the relevant	Principal activities of	% interest in
Company’s Directors	Director has interest	the competing company	competing company
	Lanxi Cogeneration	Operation of the	100% interest is held by
	Plant	cogeneration power	a trust, of which Mr.
		plant in Lanxi, Jiangsu	Zhu Gong Shan and
		Province, the PRC	his family (including
			Mr. Zhu Yu Feng) are
			beneficiaries
	Xuzhou Incineration	Operation of an incineration	25% interest is held by
	Power Plant	power plant in Xuzhou,	a trust, of which Mr.
		Jiangsu Province, the	Zhu Gong Shan and his
		PRC	family (including Mr.
			Zhu Yu Feng) are among
			the beneficiaries
	Guangzhou Yonghe	The cogeneration power	Mr. Zhu Gong Shan,
	Project	plant is in the pre-	beneficially owns 100%
		construction stage	interest
	Lianyungang	The cogeneration power	Mr. Zhu Gong Shan,
	Baoxin Biomass	plant is in the pre-	beneficially owns 100%
	Cogeneration Plant	construction stage	interest
(ii) Mr. Zhu Yu Feng	Taicang Harbour Power	Operation of a cogeneration	Mr. Zhu Yu Feng, through
	Plant	plant in Taicang, Jiangsu,	companies controlled by
		the PRC	him, holds 31% interest.
			44% interest is held by
			a trust, of which Mr.
			Zhu Gong Shan and
			his family (including
			Mr. Zhu Yu Feng) are
			beneficiaries
	Nanjing Cogeneration	Operation of a cogeneration	100% interest is held by a
	Plant	plant in Nanjing, the	trust, of which Mr. Zhu
		PRC	Gong Shan and Mr. Zhu
			Yu Feng are among the
			beneficiaries

31 -

GENERAL INFORMATION

APPENDIX

	Name of company in
Names of the	which the relevant	Principal activities of	% interest in
Company’s Directors	Director has interest	the competing company	competing company
	Longgu Cogeneration	Operation of a power plant	59% interest is held by
	Plant	in Longgu, Peixian, the	a trust, of which Mr.
		PRC	Zhu Gong Shan and
			his family (including
			Mr. Zhu Yu Feng) are
			beneficiaries
	Lanxi Cogeneration	Operation of the	100% interest is held by
	Plant	cogeneration power	a trust, of which Mr.
		plant in Lanxi, Jiangsu	Zhu Gong Shan and
		Province, the PRC	his family (including
			Mr. Zhu Yu Feng) are
			beneficiaries
	Guohua Taicang Power	Operation of a power plant	Mr. Zhu Yu Feng, through
	Plant	in Taicang, Jiangsu	companies controlled by
			him, holds an effective
			interest of 15.5%. An
			effective interest of
			22% is held by a trust,
			of which Mr. Zhu Gong
			Shan and his family
			(including Mr. Zhu Yu
			Feng) are beneficiaries
	Xuzhou Jinshanqiao	Operation of the	Mr. Zhu Yu Feng, through
	Cogeneration Power	cogeneration power plant	companies controlled by
	Plant	in Jinshaqiao, Xuzhou,	him, holds 100% interest.
		the PRC
	Xuzhou Incineration	Operation of an incineration	Mr. Zhu Yu Feng, through
	Power Plant	power plant in Xuzhou,	companies controlled by
		Jiangsu Province, the	him, holds 75% interest.
		PRC	25% interest is held by
			a trust, of which Mr.
			Zhu Gong Shan and
			his family (including
			Mr. Zhu Yu Feng) are
			beneficiaries

32 -

GENERAL INFORMATION

APPENDIX

	Name of company in
Names of the	which the relevant	Principal activities of	% interest in
Company’s Directors	Director has interest	the competing company	competing company
	Dongwu Cogeneration	Operation of the	Mr. Zhu Yu Feng, through
	Plant	cogeneration power plant	companies controlled by
		in Dongwu, Jiangsu	him, holds 9% interest
		Province, the PRC
	Jiema Hydropower	Operation of the hydro-	Mr. Zhu Yu Feng, through
	Station	power station in Sichuan,	companies controlled by
		the PRC	him, holds 70% interest

The Board is independent from the boards of the above-mentioned entities and is accountable to the Shareholders. Coupled with the diligence of its independent non-executive Directors whose views carry significant weight in the Board’s decisions, the Group is capable of carrying on its businesses independently of, and at arm’s length from, the businesses of these entities.

Save as disclosed above, as at the Latest Practicable Date, in so far as the Directors were aware, none of the Directors or their respective associates had any interest in a business that competed or was likely to compete with the business of the Group.

7. MATERIAL ADVERSE CHANGE

The Directors confirm that there was no material adverse change in the financial or trading position of the Group since 31 December 2009, being the date to which the latest published audited consolidated accounts of the Group were made up.

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 letter and references to its name in the form and context in which it appears:

Name Qualification First Shanghai Capital Limited A licensed corporation under the SFO to carry out type 6 (advising on corporate finance) regulated activity

As at the Latest Practicable Date, the above expert did not have any shareholding in any member of the Group nor did it have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

33 -

GENERAL INFORMATION

APPENDIX

As at the Latest Practicable Date, the above expert did not have any interest, direct or indirect, in any assets which have been since 31 December 2009 (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 any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

9. GENERAL

The English text of this circular prevails over its Chinese translation in case of discrepancy.

10. DOCUMENTS FOR INSPECTION

Copies of the following documents will be available for inspection at Unit 1703B-1706, Level 17, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong during normal business hours on any weekday (except public holidays) from the date of this circular up to and including 5 January 2011:

(a) the memorandum and articles of association of the Company;
(b) the Renewed Jinshanqiao Steam Supply Agreement;
(c) the Renewed Xuzhou Steam Supply Agreement;
(d) the Jiangsu GCL Steam Supply Agreement;
(e) the Connection Agreement;
(f) the letter from Independent Board Committee, the text of which is set out on pages 13 to 14 of this circular;
(g) the letter from First Shanghai, the text of which is set out on pages 15 to 23 of this circular; and
(h) the written consent referred to under the section headed “Consent of Expert” in this Appendix.
34 -

NOTICE OF EGM

==> picture [89 x 44] intentionally omitted <==

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 Wednesday, 5 January 2011 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

(a) the renewed steam supply agreement (“Renewed Jinshanqiao Steam Supply Agreement”) dated 26 November 2010 entered into between 江蘇中能硅業科技發展有限公司 Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd. (“Jiangsu Zhongneng”) as customer and 徐州金山橋熱電有限公司 Xuzhou Jinshanqiao Cogeneration Company, Limited (“Jinshanqiao”) as supplier in relation to the purchase of steam, a copy of which marked “A” has been tabled before the meeting and initialed by the chairman of the meeting for identification purpose, and the transactions contemplated thereunder and the execution of which be and are hereby approved, ratified and confirmed;
(b) the renewed steam supply agreement (“Renewed Xuzhou Steam Supply Agreement”) dated 26 November 2010 entered into between Jiangsu Zhongneng as customer and 保利協鑫(徐州)再生能源有限公司 Xuzhou GCL-Poly Renewable Energy Company, Limited* (“Xuzhou GCL-Poly”) as supplier in relation to the purchase of steam, a copy of which marked “B” has been tabled before the meeting and initialed by the chairman of the meeting for identification purpose, and the transactions contemplated thereunder and the execution of which be and are hereby approved, ratified and confirmed;
(c) the steam supply agreement (“Jiangsu GCL Steam Supply Agreement”) dated 26 November 2010 entered into between 江蘇協鑫硅材料科技發展有限公司 Jiangsu GCL Silicon Material Technology Development Co., Ltd.[*] as customer and Xuzhou GCL-Poly as supplier in relation to the purchase of steam, a copy of which marked “C” has been tabled before the meeting and initialed by the chairman of the meeting for identification purpose, and the transactions contemplated thereunder and the execution of which be and are hereby approved, ratified and confirmed;

For identification only

35 -

NOTICE OF EGM

(d) the connection agreement (“Connection Agreement”) dated 26 November 2010 entered into between Jiangsu Zhongneng and Jinshanqiao in relation to the charge of connection fee by Jinshanqiao to Jiangsu Zhongneng, a copy of which marked “D” has been tabled before the meeting and initialed by the chairman of the meeting for identification purpose, and the transactions contemplated thereunder and the execution of which be and are hereby approved, ratified and confirmed;
(e) the aggregated annual caps for the value of purchase of steam and the connection fee as stated in the circular of the Company dated 15 December 2010 under the Renewed Jinshanqiao Steam Supply Agreement, the Renewed Xuzhou Steam Supply Agreement, the Jiangsu GCL Steam Supply Agreement and the Connection Agreement for the period from 26 November 2010 to 31 December 2010, the years ending 31 December 2011 and 2012 and the period from 1 January 2013 to 31 October 2013 be and are hereby approved, ratified and confirmed; and
(f) the directors of the Company, Jiangsu Zhongneng and Jiangsu GCL 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 Renewed Jinshanqiao Steam Supply Agreement, the Renewed Xuzhou Steam Supply Agreement, the Jiangsu GCL Steam Supply Agreement and the Connection Agreement, and the transactions contemplated thereunder.”

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

Hong Kong, 15 December 2010

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. Chau Kwok Man, Cliff and Ms. Bai Xiao Qing as non-executive Directors; Mr. Qian Zhi Xin, Ir. Dr. Raymond Ho Chung Tai, Mr. Xue Zhong Su and Mr. Yip Tai Him as independent non-executive directors.
36 -

AI assistant

GCL Technology Holdings Limited — Proxy Solicitation & Information Statement 2010

50888_rns_2010-12-14_9f85ec92-c24d-4cbc-905c-cdafe996f240.pdf

GCL-POLY ENERGY HOLDINGS LIMITED 保利協鑫能源控股有限公司

CONNECTED TRANSACTION AND CONTINUING CONNECTED TRANSACTIONS IN RELATION TO STEAM SUPPLY

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

FIRST SHANGHAI CAPITAL LIMITED

CONTENTS

Definitions

Definitions

Definitions

GCL-POLY ENERGY HOLDINGS LIMITED 保利協鑫能源控股有限公司

CONNECTED TRANSACTION AND CONTINUING CONNECTED TRANSACTIONS IN RELATION TO STEAM SUPPLY

INTRODUCTION

LETTER FROM THE BOARD

PRINCIPAL TERMS OF THE RENEwED JINSHANqIAO STEAM SUPPLY AGREEMENT

(a) Date

(b) Parties

(c) Subject Matter

(d) Basis of Consideration

PRINCIPAL TERMS OF THE RENEwED XUzHOU STEAM SUPPLY AGREEMENT

(a) Date

(b) Parties

(c) Subject Matter

(d) Basis of Consideration

PRINCIPAL TERMS OF THE CONNECTION AGREEMENT

(a) Date

(b) Parties

(c) Subject Matter

(d) Basis of Consideration

PRINCIPAL TERMS OF THE JIANGSU GCL STEAM SUPPLY AGREEMENT

(a) Date

(b) Parties

(c) Subject Matter

(d) Basis of Consideration

ANNUAL CAPS

REASONS FOR, AND BENEFITS OF, THE CONTINUING CONNECTED TRANSACTIONS AND THE CONNECTED TRANSACTION

GENERAL INFORMATION

LISTING RULES IMPLICATIONS

EGM

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADvISER

ADDITIONAL INFORMATION

GCL-POLY ENERGY HOLDINGS LIMITED 保利協鑫能源控股有限公司

CONNECTED TRANSACTION AND CONTINUING CONNECTED TRANSACTIONS IN RELATION TO STEAM SUPPLY

Yours faithfully,

FIRST SHANGHAI CAPITAL LIMITED

CONNECTED TRANSACTION AND CONTINUING CONNECTED TRANSACTIONS IN RELATION TO STEAM SUPPLY

INTRODUCTION

PRINCIPAL FACTORS AND REASONS CONSIDERED

2. Principal terms of the Agreements

i. Principal pricing and payment terms under the Steam Supply Agreements

ii. Principal pricing and payment terms under the Connection Agreement

LETTER FROM FIRST SHANGHAI

3. Annual Caps

i. Annual Caps in respect of the Steam Supply Agreements

ii. Annual Caps in respect of the Connection Agreement

4. Measures to ensure compliance with the Listing Rules

LETTER FROM FIRST SHANGHAI

RECOMMENDATION

First Shanghai Capital Limited

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

(a) Directors

Long position in Shares/underlying Shares

APPENDIX

(b) Substantial Shareholders

4. SERVICE CONTRACTS

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

6. DIRECTORS’ INTERESTS IN COMPETING BUSINESS

APPENDIX

APPENDIX

7. MATERIAL ADVERSE CHANGE

8. CONSENT OF EXPERT

9. GENERAL

10. DOCUMENTS FOR INSPECTION

GCL-POLY ENERGY HOLDINGS LIMITED 保利協鑫能源控股有限公司

ORDINARY RESOLUTION

1. “THAT

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GCL Technology Holdings Limited Proxy Solicitation & Information Statement 2010