GCL Technology Holdings Limited — Proxy Solicitation & Information Statement 2017

Jul 20, 2017

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)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 11 AUGUST 2017

I/We[1] of Holdingsbeing theLimitedregistered(theholder(s)“ Company of”)[2] HEREBY APPOINT[3] the Chairman of the Meeting or shares of HK$0.10 each in the capital of GCL-Poly Energy of as my/our proxy to attend, act and vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company (the “ Meeting ”) (and at any adjournment thereof) to be held at The Ballroom B, Level 2, The Langham, Hong Kong, 8 Peking Road, Tsim Sha Tsui, Kowloon, Hong Kong on Friday, 11 August 2017 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as set out in the notice convening the Meeting and at the Meeting (or at any adjournment thereof) to vote for me/us in my/our name(s) as indicated below in respect of the said resolutions or, if no such indication is given, as my/our proxy thinks fit:

	ORDINARY RESOLUTIONS FOR4 AGAINST4 1. (a) To approve the steam supply agreement dated 30 June 2017 between Xuzhou Jinshanqiao Cogeneration Co., Ltd.(徐州金山橋熱電有限公司) as the supplier and Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd. (江蘇中能硅業科技發展有限公司) as the customer (the “New JZ Steam Supply Agreement”) and the transactions contemplated thereunder; (b) To approve the annual caps for the maximum aggregate annual value for the transactions under the New JZ Steam Supply Agreement as stated in the circular of the Company dated 21 July 2017; and (c) To authorise any one of the directors of the Company to give effect to the New JZ Steam Supply Agreement and the transactions ancillary thereto. 2. (a) To approve the steam supply agreement dated 30 June 2017 between Xuzhou Jinshanqiao Cogeneration Co., Ltd. (徐州金山橋熱電有限公司) as the supplier and Jiangsu GCL Silicon Material Technology Development Co., Ltd. (江蘇協鑫硅材料科技發展有限公司) as the customer (the “New GCL Steam Supply Agreement”) and the transactions contemplated thereunder; (b) To approve the annual caps for the maximum aggregate annual value for the transactions under the New GCL Steam Supply Agreement as stated in the circular of the Company dated 21 July 2017; and (c) To authorise any one of the directors of the Company to give effect to the New GCL Steam Supply Agreement and the transactions ancillary thereto. 3. (a) To approve the steam supply agreement dated 30 June 2017 between Yangzhou Harbour Sludge Power Co., Ltd (揚州港口污泥發電有限公司) as the supplier and Yangzhou GCL Photovoltaic Technology Co., Ltd (揚 州協鑫光伏科技有限公司) as the customer (the “New Yangzhou Steam Supply Agreement”) and the transactions contemplated thereunder; (b) To approve the annual caps for the maximum aggregate annual value for the transactions under the New Yangzhou Steam Supply Agreement as stated in the circular of the Company dated 21 July 2017; and (c) To authorise any one of the directors of the Company to give effect to the New Yangzhou Steam Supply Agreement and the transactions ancillary thereto. 4. (a) To approve the steam supply agreement dated 30 June 2017 between Taicang GCL Power Generation Co., Ltd (太倉港協鑫發電有限公司) as the supplier and Taicang GCL Photovoltaic Technology Co., Ltd (太倉協 鑫光伏科技有限公司) as the customer (the “Taicang Steam Supply Agreement”) and the transactions contemplated thereunder; (b) To approve the annual caps for the maximum aggregate annual value for the transactions under the Taicang Steam Supply Agreement as stated in the circular of the Company dated 21 July 2017; and (c) To authorise any one of the directors of the Company to give effect to the Taicang Steam Supply Agreement and the transactions ancillary thereto. 5. (a) To approve the steam supply agreement dated 30 June 2017 between Xuzhou Jinshanqiao Cogeneration Co., Ltd. (徐州金山橋熱電有限公司) as the supplier and Jiangsu Xinhua Semiconductor Material Technology Limited (江蘇鑫華半導體材料科技有限公司) as the customer (the “JX Steam Supply Agreement”) and the transactions contemplated thereunder; (b) To approve the annual caps for the maximum aggregate annual value for the transactions under the JX Steam Supply Agreement as stated in the circular of the Company dated 21 July 2017; and (c) To authorise any one of the directors of the Company to give effect to the JX Steam Supply Agreement and the transactions ancillary thereto. 6. (a) To approve the steam supply agreement dated 30 June 2017 between Xuzhou Jinshanqiao Cogeneration Co., Ltd. (徐州金山橋熱電有限公司) as the supplier and Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd. (江蘇中能硅業科技發展有限公司) as the customer (the “New Desalted Water Supply Agreement*”) and the transactions contemplated thereunder; (b) To approve the annual caps for the maximum aggregate annual value for the transactions under the New Desalted Water Supply Agreement as stated in the circular of the Company dated 21 July 2017; and (c) To authorise any one of the directors of the Company to give effect to the New Desalted Water Supply Agreement and the transactions ancillary thereto. Dated this day of 2017 Signature5:	ORDINARY RESOLUTIONS FOR4 AGAINST4 1. (a) To approve the steam supply agreement dated 30 June 2017 between Xuzhou Jinshanqiao Cogeneration Co., Ltd.(徐州金山橋熱電有限公司) as the supplier and Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd. (江蘇中能硅業科技發展有限公司) as the customer (the “New JZ Steam Supply Agreement”) and the transactions contemplated thereunder; (b) To approve the annual caps for the maximum aggregate annual value for the transactions under the New JZ Steam Supply Agreement as stated in the circular of the Company dated 21 July 2017; and (c) To authorise any one of the directors of the Company to give effect to the New JZ Steam Supply Agreement and the transactions ancillary thereto. 2. (a) To approve the steam supply agreement dated 30 June 2017 between Xuzhou Jinshanqiao Cogeneration Co., Ltd. (徐州金山橋熱電有限公司) as the supplier and Jiangsu GCL Silicon Material Technology Development Co., Ltd. (江蘇協鑫硅材料科技發展有限公司) as the customer (the “New GCL Steam Supply Agreement”) and the transactions contemplated thereunder; (b) To approve the annual caps for the maximum aggregate annual value for the transactions under the New GCL Steam Supply Agreement as stated in the circular of the Company dated 21 July 2017; and (c) To authorise any one of the directors of the Company to give effect to the New GCL Steam Supply Agreement and the transactions ancillary thereto. 3. (a) To approve the steam supply agreement dated 30 June 2017 between Yangzhou Harbour Sludge Power Co., Ltd (揚州港口污泥發電有限公司) as the supplier and Yangzhou GCL Photovoltaic Technology Co., Ltd (揚 州協鑫光伏科技有限公司) as the customer (the “New Yangzhou Steam Supply Agreement”) and the transactions contemplated thereunder; (b) To approve the annual caps for the maximum aggregate annual value for the transactions under the New Yangzhou Steam Supply Agreement as stated in the circular of the Company dated 21 July 2017; and (c) To authorise any one of the directors of the Company to give effect to the New Yangzhou Steam Supply Agreement and the transactions ancillary thereto. 4. (a) To approve the steam supply agreement dated 30 June 2017 between Taicang GCL Power Generation Co., Ltd (太倉港協鑫發電有限公司) as the supplier and Taicang GCL Photovoltaic Technology Co., Ltd (太倉協 鑫光伏科技有限公司) as the customer (the “Taicang Steam Supply Agreement”) and the transactions contemplated thereunder; (b) To approve the annual caps for the maximum aggregate annual value for the transactions under the Taicang Steam Supply Agreement as stated in the circular of the Company dated 21 July 2017; and (c) To authorise any one of the directors of the Company to give effect to the Taicang Steam Supply Agreement and the transactions ancillary thereto. 5. (a) To approve the steam supply agreement dated 30 June 2017 between Xuzhou Jinshanqiao Cogeneration Co., Ltd. (徐州金山橋熱電有限公司) as the supplier and Jiangsu Xinhua Semiconductor Material Technology Limited (江蘇鑫華半導體材料科技有限公司) as the customer (the “JX Steam Supply Agreement”) and the transactions contemplated thereunder; (b) To approve the annual caps for the maximum aggregate annual value for the transactions under the JX Steam Supply Agreement as stated in the circular of the Company dated 21 July 2017; and (c) To authorise any one of the directors of the Company to give effect to the JX Steam Supply Agreement and the transactions ancillary thereto. 6. (a) To approve the steam supply agreement dated 30 June 2017 between Xuzhou Jinshanqiao Cogeneration Co., Ltd. (徐州金山橋熱電有限公司) as the supplier and Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd. (江蘇中能硅業科技發展有限公司) as the customer (the “New Desalted Water Supply Agreement*”) and the transactions contemplated thereunder; (b) To approve the annual caps for the maximum aggregate annual value for the transactions under the New Desalted Water Supply Agreement as stated in the circular of the Company dated 21 July 2017; and (c) To authorise any one of the directors of the Company to give effect to the New Desalted Water Supply Agreement and the transactions ancillary thereto. Dated this day of 2017 Signature5:	ORDINARY RESOLUTIONS FOR4 AGAINST4 1. (a) To approve the steam supply agreement dated 30 June 2017 between Xuzhou Jinshanqiao Cogeneration Co., Ltd.(徐州金山橋熱電有限公司) as the supplier and Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd. (江蘇中能硅業科技發展有限公司) as the customer (the “New JZ Steam Supply Agreement”) and the transactions contemplated thereunder; (b) To approve the annual caps for the maximum aggregate annual value for the transactions under the New JZ Steam Supply Agreement as stated in the circular of the Company dated 21 July 2017; and (c) To authorise any one of the directors of the Company to give effect to the New JZ Steam Supply Agreement and the transactions ancillary thereto. 2. (a) To approve the steam supply agreement dated 30 June 2017 between Xuzhou Jinshanqiao Cogeneration Co., Ltd. (徐州金山橋熱電有限公司) as the supplier and Jiangsu GCL Silicon Material Technology Development Co., Ltd. (江蘇協鑫硅材料科技發展有限公司) as the customer (the “New GCL Steam Supply Agreement”) and the transactions contemplated thereunder; (b) To approve the annual caps for the maximum aggregate annual value for the transactions under the New GCL Steam Supply Agreement as stated in the circular of the Company dated 21 July 2017; and (c) To authorise any one of the directors of the Company to give effect to the New GCL Steam Supply Agreement and the transactions ancillary thereto. 3. (a) To approve the steam supply agreement dated 30 June 2017 between Yangzhou Harbour Sludge Power Co., Ltd (揚州港口污泥發電有限公司) as the supplier and Yangzhou GCL Photovoltaic Technology Co., Ltd (揚 州協鑫光伏科技有限公司) as the customer (the “New Yangzhou Steam Supply Agreement”) and the transactions contemplated thereunder; (b) To approve the annual caps for the maximum aggregate annual value for the transactions under the New Yangzhou Steam Supply Agreement as stated in the circular of the Company dated 21 July 2017; and (c) To authorise any one of the directors of the Company to give effect to the New Yangzhou Steam Supply Agreement and the transactions ancillary thereto. 4. (a) To approve the steam supply agreement dated 30 June 2017 between Taicang GCL Power Generation Co., Ltd (太倉港協鑫發電有限公司) as the supplier and Taicang GCL Photovoltaic Technology Co., Ltd (太倉協 鑫光伏科技有限公司) as the customer (the “Taicang Steam Supply Agreement”) and the transactions contemplated thereunder; (b) To approve the annual caps for the maximum aggregate annual value for the transactions under the Taicang Steam Supply Agreement as stated in the circular of the Company dated 21 July 2017; and (c) To authorise any one of the directors of the Company to give effect to the Taicang Steam Supply Agreement and the transactions ancillary thereto. 5. (a) To approve the steam supply agreement dated 30 June 2017 between Xuzhou Jinshanqiao Cogeneration Co., Ltd. (徐州金山橋熱電有限公司) as the supplier and Jiangsu Xinhua Semiconductor Material Technology Limited (江蘇鑫華半導體材料科技有限公司) as the customer (the “JX Steam Supply Agreement”) and the transactions contemplated thereunder; (b) To approve the annual caps for the maximum aggregate annual value for the transactions under the JX Steam Supply Agreement as stated in the circular of the Company dated 21 July 2017; and (c) To authorise any one of the directors of the Company to give effect to the JX Steam Supply Agreement and the transactions ancillary thereto. 6. (a) To approve the steam supply agreement dated 30 June 2017 between Xuzhou Jinshanqiao Cogeneration Co., Ltd. (徐州金山橋熱電有限公司) as the supplier and Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd. (江蘇中能硅業科技發展有限公司) as the customer (the “New Desalted Water Supply Agreement*”) and the transactions contemplated thereunder; (b) To approve the annual caps for the maximum aggregate annual value for the transactions under the New Desalted Water Supply Agreement as stated in the circular of the Company dated 21 July 2017; and (c) To authorise any one of the directors of the Company to give effect to the New Desalted Water Supply Agreement and the transactions ancillary thereto. Dated this day of 2017 Signature5:
	Dated this	day of	2017 Signature5:

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint holders should be stated.

2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, please delete the words “the Chairman of the Meeting or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A PARTICULAR RESOLUTION, TICK IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A PARTICULAR RESOLUTION, TICK IN THE RELEVANT BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. The form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised. 6. In order to be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must be lodged at the Company’s share registrars in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof.

6. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.

7. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Meeting if you so wish.