GCL Technology Holdings Limited — Proxy Solicitation & Information Statement 2011

Jun 20, 2011

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).

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)

CONTINUING CONNECTED TRANSACTIONS IN RELATION TO COAL SUPPLY

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

==> picture [89 x 38] intentionally omitted <==

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 Centenary Room I, G/F., Marco Polo Hongkong Hotel, 3 Canton Road, Tsimshatsui, Kowloon, Hong Kong on Tuesday, 12 July 2011, at 10:00 a.m. is set out on pages 30 to 31 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.

21 June 2011

CONTENTS

	Pages
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Principal Terms of the Renewed Nanjing Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Principal Terms of the Renewed Lanxi Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Principal Terms of the Jinshanqiao Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Basis of Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Annual Caps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Reasons for, and Benefits of, the Continuing Connected Transactions . . . . . . . . . . . . . . . . . . .	8
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Listing Rules Implications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Independent Board Committee and Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . . .	10
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Letter from First Shanghai . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Appendix — General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30

– i –

DEFINITIONS

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

‘‘Annual Caps’’ the maximum aggregate annual values for the continuing connected transactions under the Renewed Nanjing Agreement, the Renewed Lanxi Agreement and the Jinshanqiao Agreement, details of which are set out in the section headed ‘‘Annual Caps’’ in this circular

• ‘‘associate’’ has the meaning ascribed to it in the Listing Rules

• ‘‘Board’’ the board of Directors

• ‘‘Coal Supply Agreements’’ the Renewed Nanjing Agreement, the Renewed Lanxi Agreement and the Jinshanqiao Agreement

• ‘‘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

• ‘‘Continuing Connected the transactions contemplated under the Coal Supply Agreements Transactions’’

• ‘‘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 Tuesday, 12 July 2011 to consider, if thought fit, to approve the Continuing Connected Transactions, 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, including the Annual Caps

• ‘‘GCL-Poly Fuel Company’’ 保利協鑫電力燃料有限公司 (GCL-Poly Power Fuel Co., Ltd.) (previously known as 蘇州保利協鑫燃料有限公司 (Suzhou GCLPoly Power Fuel Co., Ltd.)), a company incorporated in the PRC

• ‘‘Group’’

the Company and its subsidiaries from time to time

• ‘‘HK$’’

Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘Hong Kong’’

the Hong Kong Special Administrative Region of the PRC

– 1 –

DEFINITIONS

• ‘‘Independent Board Committee’’

• ‘‘Independent Shareholders’’

• ‘‘Jinshanqiao Agreement’’

• ‘‘Jinshanqiao Cogeneration Plant’’

• ‘‘Lanxi Cogeneration Plant’’

• ‘‘Latest Practicable Date’’

• ‘‘Listing Rules’’

• ‘‘Nanjing Cogeneration Plant’’

• ‘‘PRC’’

• ‘‘Previous Lanxi Agreement’’

• ‘‘Previous Nanjing Agreement’’

• ‘‘Renewed Lanxi Agreement’’

the independent board committee of the Board, comprising all of the independent non-executive Directors, which has been formed to consider and advise the Independent Shareholders in respect of the terms of the Continuing Connected Transactions, including the Annual Caps

• Shareholders, other than Mr. Zhu Yu Feng and Mr. Zhu Gong Shan and their respective associates

• the agreement dated 10 June 2011 entered into between GCLPoly Fuel Company as the supplier and Jinshanqiao Cogeneration Plant as the customer in relation to the supply of coal

• 徐州金山橋熱電有限公司 (Xuzhou Jinshanqiao Cogeneration Company, Limited*), a company incorporated in the PRC

• 蘭溪協鑫環保熱電有限公司 (Lanxi Golden Concord Environmental Protection Cogen-Power Co., Ltd.*), a company incorporated in the PRC

• 17 June 2011, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

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

• 南京協鑫生活污泥發電有限公司 (Nanjing Xiexin Life Sludge Power Co., Ltd.*), a company incorporated in the PRC

• the People’s Republic of China

• the agreement dated 20 October 2008 entered into between GCLPoly Fuel Company as the supplier and Lanxi Cogeneration Plant as the customer in relation to the supply of coal

• the agreement dated 31 October 2007 entered into between Suzhou GCL-Poly Power Fuel Co., Ltd. (now known as GCLPoly Fuel Company) as the supplier and Nanjing Cogeneration Plant as the customer in relation to the supply of coal, which was amended by a supplemental agreement dated 15 August 2007 and further amended by a supplemental agreement dated 20 October 2008

• the agreement dated 10 June 2011 entered into between GCLPoly Fuel Company as the supplier and Lanxi Cogeneration Plant as the customer in relation to the supply of coal

– 2 –

DEFINITIONS

‘‘Renewed Nanjing Agreement’’	the agreement dated 10 June 2011 entered into between GCL-
	Poly Fuel Company as the supplier and Nanjing Cogeneration
	Plant as the customer in relation to the supply of coal
‘‘RMB’’	Renminbi, the lawful currency of the PRC
‘‘SFO’’	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong), as amended or supplemented from time to time
‘‘Shareholders’’	holders of the Shares
‘‘Shares’’	ordinary shares of HK$0.10 each in the share capital of the
	Company
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited
‘‘%’’	per cent.

This circular contains translations between Renminbi and Hong Kong dollar amounts at RMB1 = HK$1.20, being the exchange rate prevailing on 9 June 2011. 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

– 3 –

LETTER FROM THE BOARD

GCL-POLY ENERGY HOLDINGS LIMITED 保 利 協 鑫 能 源 控 股 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 3800)

Executive Directors: 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

21 June 2011

To the Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS IN RELATION TO COAL SUPPLY

INTRODUCTION

Pursuant to the Previous Nanjing Agreement entered into between GCL-Poly Fuel Company (a wholly-owned subsidiary of the Company) and Nanjing Cogeneration Plant, GCL-Poly Fuel Company agreed to supply, and Nanjing Cogeneration Plant agreed to purchase, coal for a period from 1 February 2007 to 31 December 2007, which was further extended to 31 December 2009 and then 30 June 2011.

– 4 –

LETTER FROM THE BOARD

Pursuant to the Previous Lanxi Agreement entered into between GCL-Poly Fuel Company and Lanxi Cogeneration Plant, GCL-Poly Fuel Company agreed to supply, and Lanxi Cogeneration Plant agreed to purchase, coal for a period from 1 November 2008 to 30 June 2011.

The Previous Nanjing Agreement, the Previous Lanxi Agreement and the transactions contemplated therein were announced by the Company on 20 October 2008 and approved by the Shareholders on 26 November 2008.

As the Previous Nanjing Agreement and the Previous Lanxi Agreement will expire on 30 June 2011, GCL-Poly Fuel Company has entered into the Renewed Nanjing Agreement with Nanjing Cogeneration Plant and the Renewed Lanxi Agreement with Lanxi Cogeneration Plant to renew the terms of these agreements on 10 June 2011 for a term of three years, commencing from 1 July 2011, subject to the terms and conditions provided in each of these agreements.

On 10 June 2011, GCL-Poly Fuel Company also entered into the Jinshanqiao Agreement with Jinshanqiao Cogeneration Plant. Pursuant to this agreement, GCL-Poly Fuel Company agrees to supply coal to Jinshanqiao Cogeneration Plant for the period from 1 July 2011 to 30 June 2014.

Based on the normal commercial principle of making profit and on the basis that the transactions would be fair and reasonable and in the interests of the Shareholders as a whole, GCL-Poly Fuel Company entered into the Renewed Nanjing Agreement, the Renewed Lanxi Agreement and the Jinshanqiao Agreement.

Both Nanjing Cogeneration Plant and Lanxi Cogeneration Plant are indirectly owned by a trust, of which Mr. Zhu Gong Shan and Mr. Zhu Yu Feng (both of whom are executive Directors) and their family are beneficiaries. Jinshanqiao Cogeneration Plant is indirectly wholly-owned by Mr. Zhu Yu Feng. As Mr. Zhu Gong Shan and Mr. Zhu Yu Feng are connected persons of the Company, Nanjing Cogeneration Plant, Lanxi Cogeneration Plant and Jinshanqiao Cogeneration Plant are associates of Mr. Zhu Gong Shan and Mr. Zhu Yu Feng and are therefore connected persons of the Company. Accordingly, the transactions contemplated under the Coal Supply Agreements constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules.

The purpose of this circular is to provide you with (i) further information in respect of the Coal Supply Agreements; (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, including the Annual Caps; (iii) the recommendation of the Independent Board Committee on the terms of the Continuing Connected Transactions, 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, including the Annual Caps.

PRINCIPAL TERMS OF THE RENEWED NANJING AGREEMENT

(a) Date

10 June 2011

– 5 –

LETTER FROM THE BOARD

(b) Parties

Supplier: GCL-Poly Fuel Company Customer: Nanjing Cogeneration Plant

(c) Subject Matter

GCL-Poly Fuel Company has agreed to sell, and Nanjing Cogeneration Plant has agreed to purchase, coal on a net calorific as received basis with a value of Qnet,ar = 3200 – 5500 kcal/kg for the period from 1 July 2011 to 30 June 2014. The coal price (inclusive of tax and delivery charge) for July 2011 is RMB750/tonne for a net calorific value of 5000 kcal/kg. Any adjustment thereafter to the coal price shall be confirmed by both parties. Full transaction amount shall be paid in advance for any sale of coal.

PRINCIPAL TERMS OF THE RENEWED LANXI AGREEMENT

• (a) Date

10 June 2011

• (b) Parties

Supplier: GCL-Poly Fuel Company Customer: Lanxi Cogeneration Plant

(c) Subject Matter

GCL-Poly Fuel Company has agreed to sell, and Lanxi Cogeneration Plant has agreed to purchase, coal on a net calorific as received basis with a value of Qnet,ar = 3200 – 5500 kcal/kg for the period from 1 July 2011 to 30 June 2014. The coal price (inclusive of tax and delivery charge) for July 2011 is RMB750/tonne for a net calorific value of 5000 kcal/kg. Any adjustment thereafter to the coal price shall be confirmed by both parties. Full transaction amount shall be paid in advance for any sale of coal.

PRINCIPAL TERMS OF THE JINSHANQIAO AGREEMENT

• (a) Date

10 June 2011

• (b) Parties

Supplier: GCL-Poly Fuel Company Customer: Jinshanqiao Cogeneration Plant

– 6 –

LETTER FROM THE BOARD

(c) Subject Matter

GCL-Poly Fuel Company has agreed to sell, and Jinshanqiao Cogeneration Plant has agreed to purchase, coal on a net calorific as received basis with a value of Qnet,ar = 3200 – 5500 kcal/kg for the period from 1 July 2011 to 30 June 2014. The coal price (inclusive of tax and delivery charge) for July 2011 is RMB770/tonne for a net calorific value of 5000 kcal/kg. Any adjustment thereafter to the coal price shall be confirmed by both parties. Full transaction amount shall be paid in advance for any sale of coal.

BASIS OF CONSIDERATION

The consideration for the supply of coal pursuant to the Coal Supply Agreements is determined by reference to Qinhuangdao market prices of domestic coal, which is mainly driven by the coal supply and demand situation from time to time.

The supply price of coal to Nanjing Cogeneration Plant and Lanxi Cogeneration Plant in July 2011 is RMB750 per tonne, which is lower than the supply price at RMB770 per tonne of coal with the same calorific value to Jinshanqiao Cogeneration Plant. The reason for the difference in price is that coal delivered to Jinshanqiao Cogeneration Plant is by train, the cost of which is relatively higher than the shipping rates in respect of the Nanjing Cogeneration Plant and Lanxi Cogeneration Plant.

ANNUAL CAPS

The Annual Caps for the Previous Nanjing Agreement, the Previous Lanxi Agreement, the Renewed Nanjing Agreement, the Renewed Lanxi Agreement and the Jinshanqiao Agreement are as follows:

Previous Nanjing Agreement Previous Lanxi Agreement Renewed Nanjing Agreement Renewed Lanxi Agreement Jinshanqiao Agreement Total	For the financial year 2011 2012 (RMB) (RMB) 198,900,000# — 76,020,000# — 90,000,000 187,200,000 45,000,000 93,600,000 107,800,000* 624,000,000 517,720,000 904,800,000 (equivalent to approximately HK$621,300,000) (equivalent to approximately HK$1,086,000,000)	ending 31 December 2013 (RMB) — — 194,400,000 97,200,000 647,420,000 939,020,000 (equivalent to approximately HK$1,127,000,000)	2014 (RMB) — — 100,800,000## 50,400,000## 335,420,000## 486,620,000 (equivalent to approximately HK$584,000,000)

Notes:

for the period from 1 January 2011 to 30 June 2011

for the period from 1 January 2014 to 30 June 2014

• for the period from 1 July 2011 to 31 December 2011

– 7 –

LETTER FROM THE BOARD

The Annual Caps were calculated after taking into account of (i) the historical figures of coal sale of (a) approximately RMB130,000,000 from GCL-Poly Fuel Company to Nanjing Cogeneration Plant; and (b) approximately RMB51,000,000 from GCL-Poly Fuel Company to Lanxi Cogeneration Plant for the past twelve months from 1 June 2010 to 31 May 2011; (ii) the anticipated demand given by the management of each of the three cogeneration plants for the years ending 31 December 2011 to 2014; and (iii) the anticipated price movement of coal in the PRC.

The historical transaction amount and approved annual caps of the Previous Nanjing Agreement and the Previous Lanxi Agreement for the past two years and the period from 1 January 2011 to 31 May/30 June 2011 are as follows:

				Transaction
				amount for			Annual cap
				the period			for the
		Transaction amount		from	Annual	caps	period from
		for the years ended		1 January	for the years ended		1 January
		31 December		to 31 May	31 December		to 30 June
		2009	2010	2011	2009	2010	2011
		(RMB)	(RMB)	(RMB)	(RMB)	(RMB)	(RMB)
Previous	Nanjing Agreement	110,700,000	149,700,000	43,980,000	333,600,000	363,600,000	198,900,000
Previous	Lanxi Agreement	14,000,000	42,200,000	37,970,000	124,200,000	138,240,000	76,020,000

REASONS FOR, AND BENEFITS OF, THE CONTINUING CONNECTED TRANSACTIONS

The Coal Supply Agreements were entered into in the ordinary and usual course of the Group’s business and terms of which were negotiated based on normal commercial terms and the prices were determined following arm’s length negotiation.

The reason for and the benefit to the Company of entering into the Coal Supply Agreements is to increase the recurring income of the Group as GCL-Poly Fuel Company’s principal business is the trading of coal. GCL-Poly Fuel Company was profitable in each of the three years ended 31 December 2008, 2009 and 2010.

The Directors (including 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 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, 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 Gong Shan and Mr. Zhu Yu Feng, both of whom are executive Directors, and their family are beneficiaries of a trust which indirectly owns both Nanjing Cogeneration Plant and Lanxi Cogeneration Plant and Mr. Zhu Yu Feng indirectly wholly owns Jinshanqiao Cogeneration Plant, they have a material interest in the Coal Supply Agreements and therefore abstained from voting on the Board resolutions to approve the Coal Supply Agreements. Save as disclosed, none of the Directors has a material interest in the Coal Supply Agreements.

– 8 –

LETTER FROM THE BOARD

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.

GCL-Poly Fuel Company is principally engaged in coal trading.

The Nanjing Cogeneration Plant, Lanxi Cogeneration Plant and Jinshanqiao Cogeneration Plant are principally engaged in the operation of cogeneration power plant and sale of electricity and steam.

LISTING RULES IMPLICATIONS

Both Nanjing Cogeneration Plant and Lanxi Cogeneration Plant are indirectly owned by a trust, of which Mr. Zhu Gong Shan and Mr. Zhu Yu Feng (both of whom are executive Directors) and their family are beneficiaries. Jinshanqiao Cogeneration Plant is indirectly wholly-owned by Mr. Zhu Yu Feng.

As. Mr. Zhu Gong Shan and Mr. Zhu Yu Feng are connected persons of the Company, Nanjing Cogeneration Plant, Lanxi Cogeneration Plant and Jinshanqiao Cogeneration Plant are associates of Mr. Zhu Gong Shan and Mr. Zhu Yu Feng and are therefore connected persons of the Company. Accordingly, the transactions contemplated under the Coal Supply Agreements constitute continuing connected transactions for 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 will, on an annual basis, be more than 5%, the Continuing Connected Transactions will constitute non-exempt continuing connected transactions for the Company under Rules 14A.35 of the Listing Rules 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 Centenary Room I, G/F., Marco Polo Hongkong Hotel, 3 Canton Road, Tsimshatsui, Kowloon, Hong Kong at 10:00 a.m. on Tuesday, 12 July 2011 to consider and, if thought fit, to approve the Continuing Connected Transactions, including the Annual Caps.

A notice convening the EGM is set out on pages 30 to 31 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, including the Annual Caps, will be taken by poll. Any connected person of the Company having any material interest in the Continuing Connected

– 9 –

LETTER FROM THE BOARD

Transactions, and any Shareholder with a material interest in the Continuing Connected Transactions 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 5,018,843,327 Shares, i.e. approximately 32.42% 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.

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, including the Annual Caps. Your attention is drawn to the letter from the Independent Board Committee set out on pages 11 and 12 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, including the Annual Caps. Your attention is drawn to the letter from First Shanghai set out on pages 13 to 19 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

– 10 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

GCL-POLY ENERGY HOLDINGS LIMITED 保 利 協 鑫 能 源 控 股 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 3800)

To the Independent Shareholders

21 June 2011

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS IN RELATION TO COAL SUPPLY

We refer to this circular dated 21 June 2011 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 Coal Supply Agreements, 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 Coal Supply Agreements, including the Annual Caps.

We wish to draw your attention to (i) the letter of advice from First Shanghai as set out on pages 13 to 19 of this circular; and (ii) the letter from the Board as set out on pages 4 to 10 of this circular, which set out information relating to, and the reasons for and benefits of the Continuing Connected Transactions.

– 11 –

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 Coal Supply Agreements, 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 13 to 19 of this circular. We are of the opinion that the terms of the transactions contemplated under the Coal Supply Agreements, 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 Coal Supply Agreements, 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

– 12 –

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 in respect of the Continuing Connected Transactions, including the Annual Caps, for the purpose of incorporation in this circular.

==> picture [147 x 63] intentionally omitted <==

FIRST SHANGHAI CAPITAL LIMITED

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

21 June 2011

To the Independent Board Committee and the Independent Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS IN RELATION TO COAL SUPPLY

INTRODUCTION

We refer to our engagement to advise the Independent Board Committee and the Independent Shareholders on the Continuing Connected Transactions contemplated under the Renewed Nanjing Agreement, the Renewed Lanxi Agreement and the Jinshanqiao Agreement (collectively, the ‘‘Coal Sale Agreements’’), including the Annual Caps, details of which are set out in the circular of the Company to the Shareholders dated 21 June 2011 (the ‘‘Circular’’) 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.

On 10 June 2011, GCL-Poly Fuel Company, a wholly-owned subsidiary of the Company, entered into the Coal Sale Agreements in connection with the supply of coal by GCL-Poly Fuel Company to Nanjing Cogeneration Plant, Lanxi Cogeneration Plant and Jinshanqiao Cogeneration Plant (collectively, the ‘‘Counterparties’’). As detailed in the letter from the Board, Mr. Zhu Gong Shan and Mr. Zhu Yu Feng, both being executive Directors, are connected persons of the Company and all the Counterparties are associates of Mr. Zhu Gong Shan and Mr. Zhu Yu Feng. Accordingly, the Counterparties are connected persons of the Company and the transactions contemplated under the Coal Sale Agreements constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules, which are subject to, amongst others, approval by the Independent Shareholders by way of poll at the EGM.

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

– 13 –

LETTER FROM FIRST SHANGHAI

the Continuing Connected Transactions 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 or the Counterparties.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion on the Continuing Connected Transactions 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

The Company is an investment company with subsidiaries principally engaged in, inter alia, the manufacturing of polysilicon and wafers for the solar industry as well as the development, management and operation of environmentally friendly power plants. As mentioned in the letter from the Board and the annual report of the Company for the year ended 31 December 2010 (the ‘‘2010 Annual Report’’), GCL-Poly Fuel Company, a wholly-owned subsidiary of the Company, is principally engaged in coal trading and acts as a central procurement arm of coal for the companies of the Group. As disclosed in the letter from the Board, GCL-Poly Fuel Company was profitable for each of the three years ended 31 December 2010.

The Counterparties, namely, Nanjing Cogeneration Plant, Lanxi Cogeneration Plant and Jinshanqiao Cogeneration Plant, are all principally engaged in the operation of cogeneration power plant and sale of electricity and steam. We understand from the management of the Group that all of the Counterparties require coal for their operations, hence giving rise to the opportunity for GCL-Poly Fuel Company to supply coal to the Counterparties.

We note that GCL-Poly Fuel Company has been trading coal to increase income via the supplying of coal to a variety of entities, inter alia, Nanjing Cogeneration Plant and Lanxi Cogeneration Plant. As mentioned in the letter from the Board, the Previous Nanjing Agreement and the Previous Lanxi Agreement in connection with the supply of coal to Nanjing Cogeneration Plant and Lanxi Cogeneration Plant, respectively, are to be expired on 30 June 2011. We understand from the management of the Group that GCL-Poly Fuel Company intends to continue

– 14 –

LETTER FROM FIRST SHANGHAI

to supply coal to Nanjing Cogeneration Plant and Lanxi Cogeneration Plant and also to Jinshanqiao Cogeneration Plant for the period from 1 July 2011 to 30 June 2014 given the opportunity to improve recurring income. Hence, as disclosed in the letter from the Board, GCLPoly Fuel Company entered into the Coal Sale Agreements based on the normal commercial principle of making profit and on the basis that the transactions would be fair and reasonable and in the interests of the Shareholders.

Having considered, in particular, (i) the sale of coal is in the ordinary and usual course of business of the Group; (ii) the sale of coal is of revenue nature and can improve the recurring income of the Group; (iii) the Group has already established business relationship with Nanjing Cogeneration Plant and Lanxi Cogeneration Plant in relation to the transaction of coal; and (iv) the terms of the Coal Sale Agreements are fair and reasonable as discussed below, we are of the view that the entering into of the Coal Sale Agreements is in the interests of the Company and the Shareholders as a whole.

2. Principal terms of the Coal Sale Agreements

As detailed in the letter from the Board, the coal supply price of the Group to Nanjing Cogeneration Plant and Lanxi Cogeneration Plant in July 2011 would be RMB750 per tonne, whereas the coal supply price to Jinshanqiao Cogeneration Plant in July 2011 would be RMB770 per tonne. We are advised that the slight difference in price is due to the difference in means of transportation, where the train transportation fee for Jinshanqiao Cogeneration Plant is slightly higher than the shipping charge for Nanjing Cogeneration Plant and Lanxi Cogeneration Plant. In order to further assess the pricing of coal, we have reviewed relevant information, including recent contracts and invoices in relation to the sale of coal by the Group to Independent Third Parties, and we noted that both of the abovementioned selling prices of coal offered to the Counterparties are comparable to the recent selling price of coal offered to Independent Third Parties and are also comparable to the recent market price of coal. Moreover, we are given to understand that any adjustment thereafter to the coal price shall be confirmed by both the Group and the relevant Counterparties and the selling price of coal under the Coal Sale Agreements would primarily make reference to the market price of coal in the PRC. Therefore, we consider the pricing terms under the Coal Sale Agreements are reasonable.

We are also advised that, pursuant to the Coal Sale Agreements, the Counterparties are obliged to pay the full transaction amount to the Group in advance for the Group to supply coal. In order to further assess the payment terms, we have reviewed relevant information, including recent contracts and invoices in relation to the sale of coal by the Group to Independent Third Parties, and we noted that the abovementioned payment terms offered to the Counterparties are comparable to those recently offered to Independent Third Parties. Further, we have reviewed the 2010 Annual Report and noticed that the Group allows a credit period ranging from 0 to 90 days for its trade receivables in general for its overall business. Therefore, we consider the payment terms under the Coal Sale Agreements are reasonable.

In addition to the above, we also understand from the management of the Group that the Group is not obliged to sell coal to the Counterparties pursuant to the Coal Sale Agreements and the Group has the discretion to decide whether to sell coal to the Counterparties or any other interested buyers, whichever would be more favourable to the Group.

– 15 –

LETTER FROM FIRST SHANGHAI

Having taken into account, in particular, (i) the selling price of coal under the Coal Sale Agreements makes reference to the market price of coal in the PRC; (ii) the Counterparties are obliged to pay the full transaction amount to the Group in advance; (iii) the principal pricing basis and payment terms offered by the Group to the Counterparties are comparable to those recently offered to Independent Third Parties; (iv) the Group has the discretion to decide whether to sell coal to the Counterparties or any other interested buyers, whichever would be more favourable to the Group; and (v) measures are in place as required under the Listing Rules to govern the internal control of the Group and monitor the Continuing Connected Transactions as detailed in the section headed ‘‘Measures to ensure compliance with the Listing Rules’’ below, we are of the view that the terms of the Coal Sale Agreements are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned.

3. The Annual Caps

The following table sets out the relevant historical actual transaction amounts and the Annual Caps for the six months ending 31 December 2011, the years ending 31 December 2012 and 2013 and the six months ending 30 June 2014 (the ‘‘Annual Cap Periods’’) under the Coal Sale Agreements:

				Annual	Caps
		Actual	For the six	For the year	For the year		For the six
	transaction amount		months ending	ending		ending	months ending
	for	the year ended	31 December	31 December	31	December	30 June
		31 May 2011	2011	2012		2013	2014
		(in RMB ’000)	(in RMB ’000)	(in RMB ’000)	(in	RMB ’000)	(in RMB ’000)
Renewed Nanjing		130,000	90,000	187,200		194,400	100,800
Agreement		(note 1)
Renewed Lanxi		51,000	45,000	93,600		97,200	50,400
Agreement		(note 2)
Jinshanqiao		—	107,800	624,000		647,420	335,420
Agreement

Notes:

1. Historical actual transaction amount in connection with the Previous Nanjing Agreement.

2. Historical actual transaction amount in connection with the Previous Lanxi Agreement.

As set out in the letter from the Board, the Annual Caps were determined after primarily taking into account (i) the historical figures of coal sale; (ii) the anticipated demand given by the management of each of the Counterparties; and (iii) the anticipated price movement of coal in the PRC. We have discussed with the management of the Group, and we have also reviewed, the underlying assumptions for determining the Annual Caps in respect of the Coal Sale Agreements and we noted that the Annual Caps were derived from multiplying the expected sales volume by the expected price of coal. Hence, in order to assess the fairness and reasonableness of the Annual Caps, we have reviewed the expected sales volume and the expected price of coal for each of the Annual Cap Periods.

– 16 –

LETTER FROM FIRST SHANGHAI

In respect of the expected sales volumes of coal, we understand from the management of the Group that the Counterparties might expect to source coal not only from GCL-Poly Fuel Company but also from other coal suppliers and therefore the expected sales volumes are based on the monthly coal demand schedule estimated by the management of the Counterparties in relation to the portion of total coal demand to be sourced from GCL-Poly Fuel Company for the Annual Cap Periods (the ‘‘Monthly Demand Schedule’’). As such, we have reviewed relevant documents, including the Monthly Demand Schedule and the expected total coal demand estimated by each of the Counterparties, and we are given to understand that the average monthly volume of coal demanding from GCL-Poly Fuel Company under the Monthly Demand Schedule for each of the Annual Cap Periods is within the relevant monthly average of the expected total coal volume required by the Counterparties for their operations. Moreover, having reviewed the historical transaction volumes and as advised by the management of the Group, we noted that each of the expected monthly sales volumes to Nanjing Cogeneration Plant and Lanxi Cogeneration Plant for the Annual Cap Periods is within the range of the historically achieved monthly sales volume to Nanjing Cogeneration Plant and Lanxi Cogeneration Plant for the year ended 31 May 2011, respectively. Further, we understand from the management of the Group that the expected coal volume demand from Jinshanqiao Cogeneration Plant will significantly increase for the year ending 31 December 2012 after the increase in power generation capacity of Jinshanqiao Cogeneration Plant during the six months ending 31 December 2011. Therefore, we are of the view that the bases of the expected sales volume for determining the Annual Caps are fair and reasonable.

In respect of the expected prices of coal, we have reviewed recent invoices in connection with the sales of coal by the Group to Independent Third Parties and the recent market price range of the types of coal to be sold by the Group. We noted that the expected prices of coal for the six months ending 31 December 2011 are comparable to the recent selling price of coal sold by the Group to Independent Third Parties and within the range of the recent market price range of the types of coal to be sold by the Group to the Counterparties. We also understand that an annual inflation rate of approximately 4% (the ‘‘Inflation Rate’’) has been taken into account for the expected coal prices for the years ending 31 December 2012 and 2013 and for the six months ending 30 June 2014. As such, we have reviewed relevant materials and noted that the Inflation Rate is in line with the compound annual growth rate of the purchasing price index for raw material, fuel and power in the PRC of approximately 4% for the period from 2006 to 2010 as obtained from the website of the National Bureau of Statistics of China. Therefore, we are of the view that the bases of the expected coal prices for determining the Annual Caps are fair and reasonable.

Having taken into account, in particular, our above analysis on the expected sales volumes and prices of coal for determining the Annual Caps, we are of the view that the bases of the Annual Caps in respect of the Coal Sale Agreements are fair and reasonable so far as the Independent Shareholders are concerned.

– 17 –

LETTER FROM FIRST SHANGHAI

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 Coal Sale Agreements in relation to the Continuing Connected Transactions:

• (i) each year the independent non-executive Directors must review the Continuing Connected Transactions and confirm in the Company’s annual report and accounts that the Continuing Connected 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 Coal Sale Agreements governing them on terms that are fair and reasonable and in the interests of the Shareholders as a whole;

• (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 Continuing Connected Transactions (a) have received the approval of the Board; (b) are in accordance with the pricing policies of the Company if the Continuing Connected 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 Counterparties will provide the auditors of the Company with sufficient access to the relevant records of the Continuing Connected Transactions for the purpose of reporting on the Continuing Connected 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 Continuing Connected Transactions, in particular, (i) the restriction of the value of the Continuing Connected 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 Continuing Connected 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 Continuing Connected Transactions and safeguard the interests of the Independent Shareholders.

– 18 –

LETTER FROM FIRST SHANGHAI

RECOMMENDATION

Having taken into account the above principal factors, we are of the view that (i) the entering into of the Coal Sale 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 are on normal commercial terms, and 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 Annual Caps.

Yours faithfully, For and on behalf of

First Shanghai Capital Limited

Eric Lee

Deputy Managing Director

Fanny Lee Deputy Managing Director

– 19 –

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

Name of Directors/Chief Executive Zhu Gong Shan Sha Hong Qiu Ji Jun Shu Hua Yu Bao Dong	Number of Shares Corporate interests Personal interests 5,018,843,327 — (note 1) — 1,000,000 — — — 1,200,000 6,108,934 1,112,000 (note 3)	Number of underlying Shares held under equity derivatives — 3,360,000 (note 2) 3,000,000 (note 2) 3,000,000 (note 2) 3,000,000 (note 2)	Total 5,018,843,327 4,360,000 3,000,000 4,200,000 10,220,934	Percentage of issued share capital interest
				32.42 0.03 0.02 0.03 0.07

– 20 –

GENERAL INFORMATION

APPENDIX

Name of Directors/Chief Executive Sun Wei Tong Yee Ming Zhu Yu Feng	Number of Shares Corporate interests Personal interests — 5,223,000 — — 5,018,843,327 — (note 1)	Number of underlying Shares held under equity derivatives 3,000,000 (note 2) 1,200,000 (note 2) 1,000,000 (note 2)	Total 8,723,000 1,200,000 5,019,843,327	Percentage of issued share capital interest
				0.06 0.01 32.43

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 which owns 6,108,934 Shares.

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.

(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

– 21 –

GENERAL INFORMATION

APPENDIX

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

Name Asia Pacific Energy Fund Limited Chengdong Investment Corporation	Note (1) (2)	Capacity/ nature of interest Interest in a controlled corporation Beneficial interest	Number of Shares/ underlying Shares held 5,018,843,327 3,108,163,054	Percentage of issued share capital
				32.42 20.08

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, non-executive Directors of the Company, are employees of China Investment Corporation.

• (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

Name of member of the Group Fengxian Xinyuan Biological Environmental Heat and Power Co., Ltd.	Name of Shareholder(s) 江蘇金馬房地產有限 公司(Jiangsu Jinma Property Co. Ltd.*)	Capacity/nature of interest Beneficial owner	Contributed registered capital (RMB unless otherwise stated) 49,000,000	Percentage of registered capital
				49

– 22 –

APPENDIX

GENERAL INFORMATION

Name of member of the Group Funing Golden Concord Environmental Protection Co-generation Co., Ltd. Haimen Xinyuan Environmental Protection Co-Generation Co., Ltd. Kunshan Xinyuan Environmental Protection Cogen-Power Co., Ltd. Yangzhou Harbour Sludge Power Co., Ltd. Suzhou Industrial Park Blue Sky Gas Cogen- Power Co., Ltd.	Name of Shareholder(s) 江蘇省國神風電成套設 備有限公司(Jiangsu Guoshen Wind Power Facility Co., Ltd.) 博騰國際投資貿易有限 公司(Broadsino Investment Company Limited) 江蘇電力發展股份有限 公司(Jiangsu Electric Development Co. Ltd.) 江蘇通供集體資產營運 中心(Jiangsu Tong Gong Holding Asset Co. Ltd.) 蘇州鑫圓資產投資有限 公司(Suzhou Xin Yuan Asset Investments Co. Ltd.) 昆山高科技有限公司 (Kunshan Technology Co., Ltd.) 揚州廣源集團有限公司 Yangzhou Guangyuan Holdings Co. Ltd.) 江蘇電力發展股份有限 公司(Jiangsu Electric Development Co. Ltd.) 中新蘇州工業園區市政 公用發展集團有限公 司(Zhongxin Suzhou Industrial Park Municipal Public Utility Development Holding Co. Ltd.)	Capacity/nature of interest Beneficial owner Beneficial owner Beneficial owner Beneficial owner Beneficial owner Beneficial owner Beneficial owner Beneficial owner Beneficial owner	Contributed registered capital (RMB unless otherwise stated) US$1,200,000 US$1,600,000 US$2,320,000 US$1,600,000 29,050,000 16,268,000 US$3,094,960 US$3,094,960 90,000,000	Percentage of registered capital
				15 20 29 20 25 14 22 22 30

– 23 –

GENERAL INFORMATION

APPENDIX

Name of member of the Group Xuzhou Western Environmental Protection Co- generation Power Co., Ltd. Konca Solar Cell Co., Ltd. Fengxian Xincheng Environmental Cogen- Power Co., Ltd. GCL-SR Solar Energy, LLC For identification only	Name of Shareholder(s) 蘇州蘇鑫資產投資有限 公司(Suzhou Suxin Asset Investments Co. Ltd.) 華潤天能（徐州）煤電 有限公司(China Resources Tianneng Xuzhou Coal & Power Co., Ltd.) 無錫國聯環保能源集團 有限公司(Wuxi Guolian Environmental Energy Holding Co., Ltd.) 江蘇金馬房地產有限公 司(Jiangsu Jinma Property Co. Ltd.) SRPV, LLC	Capacity/nature of interest Beneficial owner Beneficial owner Beneficial owner Beneficial owner Beneficial owner	Contributed registered capital (RMB unless otherwise stated) 57,000,000 23,808,000 152,333,400 9,200,000 —	Percentage of registered capital
				19 24 24.8 20 50

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 pages 21 and 22 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.

– 24 –

GENERAL INFORMATION

APPENDIX

3. 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.

4. 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 2010 (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.

5. 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:

Names of the Company’s Directors (i) Mr. Zhu Gong Shan	Name of company in which the relevant Director has interest Taicang Harbour Power Plant Nanjing Cogeneration Plant	Principal activities of the competing company Operation of a cogeneration plant in Taicang, Jiangsu, the PRC Operation of a cogeneration plant in Nanjing, the PRC	% interest in competing company
			72% interest is held by a trust, of which Mr. Zhu Gong Shan and his family (including Mr. Zhu Yu Feng) are beneficiaries 100% interest is held by a trust, of which Mr. Zhu Gong Shan and his family (including Mr. Zhu Yu Feng) are beneficiaries

– 25 –

GENERAL INFORMATION

APPENDIX

Names of the Company’s Directors	Name of company in which the relevant Director has interest Longgu Cogeneration Plant Guohua Taicang Power Plant Lanxi Cogeneration Plant Xuzhou Incineration Power Plant Guangzhou Yonghe Project Lianyungang Baoxin Biomass Cogeneration Plant	Principal activities of the competing company Operation of a power plant in Longgu, Peixian, the PRC Operation of a power plant in Taicang, Jiangsu Operation of the cogeneration power plant in Lanxi, Jiangsu Province, the PRC Operation of an incineration power plant in Xuzhou, Jiangsu Province, the PRC The cogeneration power plant is in the pre- construction stage The cogeneration power plant is in the pre- construction stage	% interest in competing company
			59% interest is held by a trust, of which Mr. Zhu Gong Shan and his family (including Mr. Zhu Yu Feng) are beneficiaries an effective interest of 36% is held by a trust, of which Mr. Zhu Gong Shan and his family (including Mr. Zhu Yu Feng) are beneficiaries 100% interest is held by a trust, of which Mr. Zhu Gong Shan and his family (including Mr. Zhu Yu Feng) are beneficiaries 100% interest is held by a trust, of which Mr. Zhu Gong Shan and his family (including Mr. Zhu Yu Feng) are among the beneficiaries Mr. Zhu Gong Shan, beneficially owns 100% interest Mr. Zhu Gong Shan, beneficially owns 100% interest

– 26 –

GENERAL INFORMATION

APPENDIX

Names of the Company’s Directors (ii) Mr. Zhu Yu Feng	Name of company in which the relevant Director has interest Taicang Harbour Power Plant Nanjing Cogeneration Plant Longgu Cogeneration Plant Lanxi Cogeneration Plant Guohua Taicang Power Plant Xuzhou Jinshanqiao Cogeneration Power Plant	Principal activities of the competing company Operation of a cogeneration plant in Taicang, Jiangsu, the PRC Operation of a cogeneration plant in Nanjing, the PRC Operation of a power plant in Longgu, Peixian, the PRC Operation of the cogeneration power plant in Lanxi, Jiangsu Province, the PRC Operation of a power plant in Taicang, Jiangsu Operation of the cogeneration power plant in Jinshaqiao, Xuzhou, the PRC	% interest in competing company
			72% interest is held by a trust, of which Mr. Zhu Gong Shan and his family (including Mr. Zhu Yu Feng) are beneficiaries 100% interest is held by a trust, of which Mr. Zhu Gong Shan and Mr. Zhu Yu Feng are among the beneficiaries 59% interest is held by a trust, of which Mr. Zhu Gong Shan and his family (including Mr. Zhu Yu Feng) are beneficiaries 100% interest is held by a trust, of which Mr. Zhu Gong Shan and his family (including Mr. Zhu Yu Feng) are beneficiaries An effective interest of 36% is held by a trust, of which Mr. Zhu Gong Shan and his family (including Mr. Zhu Yu Feng) are beneficiaries Mr. Zhu Yu Feng, through companies controlled by him, holds 100% interest.

– 27 –

GENERAL INFORMATION

APPENDIX

Names of the Company’s Directors	Name of company in which the relevant Director has interest Xuzhou Incineration Power Plant Dongwu Cogeneration Plant Jiema Hydropower Station Inner Mongolian Ingot Plant	Principal activities of the competing company Operation of an incineration power plant in Xuzhou, Jiangsu Province, the PRC Operation of the cogeneration power plant in Dongwu, Jiangsu Province, the PRC Operation of the hydro- power station in Sichuan, the PRC Ingot Plant is in the pre- construction stage	% interest in competing company
			100% interest is held by a trust, of which Mr. Zhu Gong Shan and his family (including Mr. Zhu Yu Feng) are beneficiaries Mr. Zhu Yu Feng, through companies controlled by him, holds 9% interest Mr. Zhu Yu Feng, through companies controlled by him, holds 75% interest Mr. Zhu Yu Feng, through companies controlled by him, holds 100% interest

The Board is independent from the boards of the abovementioned 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.

6. 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 2010, being the date to which the latest published audited consolidated accounts of the Group were made up.

– 28 –

GENERAL INFORMATION

APPENDIX

7. 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.

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 2010 (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.

8. GENERAL

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

9. 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 11 July 2011:

• (a) the memorandum and articles of association of the Company;

• (b) the Renewed Nanjing Agreement;

• (c) the Renewed Lanxi Agreement;

• (d) the Jinshanqiao Agreement;

• (e) the letter from Independent Board Committee, the text of which is set out on pages 11 to 12 of this circular;

• (f) the letter from First Shanghai, the text of which is set out on pages 13 to 19 of this circular; and

• (g) the written consent referred to under the section headed ‘‘Consent of Expert’’ in this Appendix.

– 29 –

NOTICE OF 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 GCLPoly Energy Holdings Limited (the ‘‘Company’’) will be held at Centenary Room I, G/F., Marco Polo Hongkong Hotel, 3 Canton Road, Tsimshatsui, Kowloon, Hong Kong on Tuesday, 12 July 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

2. (a) the renewed coal supply framework agreement (‘‘Renewed Nanjing Agreement’’) dated 10 June 2011 entered into between 保利協鑫電力燃料有限公司 (GCL-Poly Power Fuel Company Co., Ltd., ‘‘GCL-Poly Fuel Company’’) as supplier and 南京協鑫生活污泥 發電有限公司 (Nanjing Xiexin Life Sludge Power Co., Ltd.) as customer in relation to the supply of coal, 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;

3. (b) the renewed coal supply framework agreement (‘‘Renewed Lanxi Agreement’’) dated 10 June 2011 entered into between GCL-Poly Fuel Company as supplier and 蘭溪協鑫環 保熱電有限公司 (Lanxi Golden Concord Environmental Protection Cogen-Power Co., Ltd.*) as customer in relation to the supply of coal, 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;

4. (c) the coal supply framework agreement (‘‘Jinshanqiao Agreement’’) dated 10 June 2011 entered into between GCL-Poly Fuel Company as supplier and 徐州金山橋熱電有限公 司 (Xuzhou Jinshanqiao Cogeneration Company Limited*) as customer in relation to the supply of coal, 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;

– 30 –

NOTICE OF EGM

• (d) the aggregated annual caps for the supply of coal as stated in the circular of the Company dated 21 June 2011 under the Renewed Nanjing Agreement, the Renewed Lanxi Agreement and the Jinshanqiao Agreement for the period from 1 July 2011 to 31 December 2011, the years ending 31 December 2012 and 2013 and the period from 1 January 2014 to 30 June 2014 be and are hereby approved, ratified and confirmed; and

• (e) the directors of the Company and GCL-Poly Fuel 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 Renewed Nanjing Agreement, the Renewed Lanxi Agreement and the Jinshanqiao Agreement, and the transactions contemplated thereunder.’’

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

Hong Kong, 21 June 2011

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.

– 31 –