GCL Technology Holdings Limited — Proxy Solicitation & Information Statement 2019

Aug 22, 2019

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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in GCL-Poly Energy Holdings Limited (保利協鑫能源 控股有限公司), you should at once hand this circular and the proxy form to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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)

MAJOR TRANSACTION

DISPOSAL OF 31.5% EQUITY INTERESTS IN XINJIANG GCL AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Capitalised terms used in this cover shall have the same meanings as those defined in the section headed ‘‘Definitions’’ in this circular. A letter from the Board is set out on pages 4 to 15 of this circular.

A notice convening the Extraordinary General Meeting of the Company to be held at Jade and Lotus Room, 6/F., Marco Polo Hongkong Hotel, 3 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on 9 September 2019 at 10: 30 a.m. is set out on pages EGM-1 to EGM-2 of this circular.

Irrespective of whether you are able to attend the Extraordinary General Meeting, please complete the accompanying proxy form in accordance with the instructions printed thereon and deposit the same at the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the Extraordinary General Meeting or any adjournment thereof. The address of Tricor Investor Services Limited is Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Completion and return of the proxy form will not preclude you from attending and voting in person at the Extraordinary General Meeting or any adjournment thereof should you so wish and in such event, the proxy form shall be deemed to be revoked.

23 August 2019

CONTENTS

			Page
DEFINITIONS	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			4
APPENDIX I	—	FINANCIAL INFORMATION OF THE GROUP . . . . . . . .	I-1
APPENDIX II	—	GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
APPENDIX III	—	LETTER FROM THE BOARD
		ON FINANCIAL BUDGET . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1
APPENDIX IV	—	LETTER FROM DELOITTE ON FINANCIAL
		BUDGET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	IV-1
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . .			EGM-1

– i –

DEFINITIONS

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

• ‘‘Amended Articles’’ the amended articles to be adopted by Xinjiang GCL pursuant to the Share Purchase Agreement

• ‘‘Announcement’’ the Company’s announcement dated 26 June 2019 in relation to the Disposal

• ‘‘Board’’ the board of Directors ‘‘Business Day’’ a day on which banks in China are open for general commercial business, other than a Saturday, Sunday or public holiday in China

• ‘‘Closing’’ closing of the Share Purchase Agreement, being a date within ten (10) Business Days after the fulfilment of waiver (as the case may be) of all the conditions precedent under the Share Purchase Agreement

• ‘‘Closing Date’’ the date of the Closing ‘‘Company’’ GCL-Poly Energy Holdings Limited (保利協鑫能源控股有限公 司), a company incorporated in the Cayman Islands with limited liability whose shares are listed on the Main Board of the Stock Exchange

• ‘‘connected persons’’ has the same meaning ascribed to it under the Listing Rules ‘‘Consideration’’ consideration for the Sale Shares under the Share Purchase Agreement, being RMB2,490,849,900

• ‘‘Director(s)’’ the director(s) of the Company ‘‘Disposal’’ the transaction contemplated under the Share Purchase Agreement

• ‘‘EGM’’ the extraordinary general meeting of the Company to be convened to consider and, if thought fit, approve the Disposal and the entering into and performance of obligations under the Share Purchase Agreement

• ‘‘GCL Energy GCL Energy Engineering Co., Ltd.* (協鑫能源工程有限公司), a Engineering’’ company incorporated in the PRC and a wholly-owned subsidiary of GCL System Integration

• ‘‘GCL Energy the lease agreement dated 28 February 2019 between Suzhou Engineering Lease GCL Research as landlord and GCL Energy Engineering as Agreement’’ tenant in relation to the lease of 3/F S Zone Research Building

– 1 –

DEFINITIONS

• ‘‘GCL System Integration’’

• GCL System Integration Technology Co., Ltd.* (協鑫集成科技股 份有限公司), a company incorporated in the PRC with its shares listed on the Small and Medium Enterprise Board of the Shenzhen Stock Exchange (stock code: 2506)

• ‘‘GCL System the lease agreement dated 28 February 2019 between Suzhou Integration Lease GCL Research as landlord and GCL System Integration Agreement’’ Technology (Suzhou) as tenant in relation to the lease of 5/F Headquarter

• ‘‘GCL System GCL System Integration Technology (Suzhou) Co., Ltd.* (協鑫 Integration 集成科技（蘇州）有限公司), a company incorporated in the PRC Technology and a wholly-owned subsidiary of GCL System Integration (Suzhou)’’

• ‘‘GNE’’ GCL New Energy Holdings Limited (協鑫新能源控股有限公司), a company incorporated in Bermuda with limited liability and the shares of which are listed on the Main Board of the Stock Exchange (stock code: 451)

• ‘‘GNE Group’’ GNE and its subsidiaries

• ‘‘GP’’ the general partners of the Purchaser, being Jiangsu Zhongke Yishang Investment Management Co., Ltd. (江蘇中科易尚投資 管理有限公司) and Shanghai Zhongping Guohao Assets Management Co., Ltd. (上海中平國瑀資產管理有限公司)

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘Hong Kong’’ Hong Kong Special Administrative Region of the PRC

• ‘‘Jiangsu Zhongneng’’ Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd.* (江蘇中能硅業科技發展有限公司), a company incorporated in the PRC with limited liability and an indirect non-wholly owned subsidiary of the Company

• ‘‘Latest Practicable 19 August 2019, being the latest practicable date prior to the Date’’ printing of this circular for ascertaining certain information in this circular

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

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

– 2 –

DEFINITIONS

• ‘‘Purchaser’’

• Xuzhou Zhongping GCL Industrial Upgrading Equity Investment Fund LLP* (徐州中平協鑫產業升級股權投資基金

• （有限合夥）), a limited partnership established under the laws of the PRC

• ‘‘RMB’’

Renminbi, the lawful currency of the PRC

• ‘‘Sale Shares’’

• 31.5% of the equity interests in Xinjiang GCL

• ‘‘Share Purchase Agreement’’

• the share purchase agreement dated 26 June 2019 entered into between Jiangsu Zhongneng, the Purchaser and Xinjiang GCL in relation to the sale and purchase of the Sale Shares for the Consideration

• ‘‘Shareholder(s)’’

• the shareholder(s) of the Company

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘subsidiaries’’

• has the same meaning ascribed to it under the Listing Rules

• ‘‘Suzhou GCL Suzhou GCL Industrial Applications Research Co., Ltd.* (蘇州 Research’’ 協鑫工業應用研究院有限公司), a company established in the PRC and an indirect wholly-owned subsidiary of the Company

• ‘‘Target Company’’ or Xinjiang GCL New Energy Materials Technology Co., Limited* ‘‘Xinjiang GCL’’ (新疆協鑫新能源材料科技有限公司), a company incorporated in the PRC and an indirect non-wholly owned subsidiary of the Company

• ‘‘Tianjin Zhonghuan’’ Tianjin Zhonghuan Semiconductor Co., Ltd.* (天津中環半導體 股份有限公司), a company incorporated in the PRC with limited liability with its shares listed on the Shenzhen Stock Exchange (stock code: 2129)

• ‘‘Transaction Documents’’

• the Share Purchases Agreement, the Amended Articles and other documents related to the Disposal

• ‘‘%’’ per cent.

• For identification purposes 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:

Mr. Zhu Gongshan Mr. Zhu Zhanjun Mr. Zhu Yufeng Ms. Sun Wei

Mr. Yeung Man Chung, Charles Mr. Jiang Wenwu Mr. Zheng Xiongjiu

Independent non-executive Directors:

Ir. Dr. Ho Chung Tai, Raymond Mr. Yip Tai Him

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

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

Dr. Shen Wenzhong

• Mr. Wong Man Chung, Francis

23 August 2019

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTION DISPOSAL OF 31.5% EQUITY INTERESTS IN XINJIANG GCL

1. INTRODUCTION

We refer to the Company’s announcement published on 26 June 2019 (the ‘‘Announcement’’). As disclosed in the Announcement, Jiangsu Zhongneng, an indirect non-wholly owned subsidiary of the Company, entered into a Share Purchase Agreement with the Purchaser pursuant to which Jiangsu Zhongneng agreed to, among other things, sell 31.5% of the equity interests in Xinjiang GCL to the Purchaser for the Consideration.

– 4 –

LETTER FROM THE BOARD

2. THE SHARE PURCHASE AGREEMENT

The principal terms of the Share Purchase Agreement are set out below:

Date

26 June 2019 (after trading hours)

Parties

(i) Seller: Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd.* (江蘇中能硅業科技發展有限 公司)

(ii) Purchaser: Xuzhou Zhongping GCL Industrial Upgrading Equity Investment Fund LLP* (徐州中平協鑫產業升級股權投 資基金（有限合夥）)

• (iii) Target Company: Xinjiang GCL New Energy Materials Technology Co., Ltd.* (新疆協鑫新能源材料科技有限公司)

Subject matter

The Sale Shares, being 31.5% of the equity interests in Xinjiang GCL.

For further information relating to Xinjiang GCL, please refer to the section headed ‘‘Information on the Target Company’’ below.

Consideration

RMB2,490,849,900

Basis of the Consideration

The Consideration was determined after arm’ length negotiations between Jiangsu Zhongneng and the Purchaser, taking into account, among other things: i) the net asset value of Xinjiang GCL and ii) the financial performance of Xinjiang GCL.

The net asset value of the Target Company was the starting point for negotiations with the Purchaser. The net asset value of the Target Company (‘‘NAV’’) as at 30 April 2019 was approximately RMB1.6 billion. The Consideration represents an excess of RMB1.9 billion over carrying amount of the Sale Shares, being 31.5% of the NAV as at 30 April 2019, which was approximately RMB0.5 billion. The Consideration that was offered by the Purchaser was over 4 times of 31.5% of the NAV as at 30 April 2019.

– 5 –

LETTER FROM THE BOARD

The Company also considered the expected financial performance of Xinjiang GCL based on its financial budget for the year ending 31 December 2020 (the ‘‘Financial Budget’’)[(1)] and the adopted multiple[(2)] with reference to the trading multiples of publicly listed companies engaged in businesses similar to that of the Company (the ‘‘Comparable Companies’’) to valuate the valuation of Xinjiang GCL.

Based on the Financial Budget, the Company estimated the earnings before interest and taxes (‘‘EBIT’’) of Xinjiang GCL at approximately RMB790 million, which was then multiplied by a adopted multiple of 14 to arrive at the enterprise value (‘‘EV’’) of approximately RMB11 billion. After adjusting the enterprise value[(3)] by adding cash of approximately RMB741 million and subtracting debt of approximately RMB3.9 billion, the market value of equity of Xinjiang GCL was determined to be approximately RMB7.9 billion. The Sale Shares, being 31.5% of the equity interests in Xinjiang GCL, was valued at approximately RMB2.4 billion. Since this method is commonly adopted in calculating the valuation, the Directors considered that it is fair and reasonable to adopt this method.

The expected financial performance of the Target Company was one of the factors taken into account by the Directors in determining the Consideration and was not the sole or primary factor in determining the Consideration.

Letters from the Board and Deloitte Touche Tohmatsu in relation to the Financial Budget are set out in Appendix III and IV to this circular, respectively.

• (1) The principal assumptions, including commercial assumptions, on which the Financial Budget was based, include:

• (a) Xinjiang GCL will be operating at full production capacity of 60,000 MT from July 2020. Prior to July 2020, Xinjiang GCL will not be operating at its full capacity and so total production for the year ending 31 December 2020 is expected to be approximately 90% of the total output that Xinjiang GCL would have produced at full capacity for the full year. The total production was used to derived the estimated revenue and EBIT for the year ending 31 December 2020;

• (b) the unit selling prices are based on the average market price of polysilicon and mono-silicon as at June 2019, which was RMB60.67 per kg and RMB75.33 per kg, respectively (source: www.pvinfolink.com);

• (c) the unit cost will not differ materially with the existing manufacturing cost of the Xinjiang production facilities;

• (d) the selling expenses for production will be in line with the latest selling expenses recorded by the Xinjiang production facilities;

• (e) the administrative expenses for Xinjiang GCL will be in line with historical figures and the recent expansion of the business;

• (f) there will be no major changes in the current local taxation laws under which Xinjiang GCL operates and that the rates of tax payable will remain unchanged; and

• (g) there will be no major changes in the political, legal, economic or financial conditions in the PRC, which would adversely affect the revenues and profitability of Xinjiang GCL.

Based on the above assumptions the projected revenue and EBIT for the year ending 31 December 2020 are approximately RMB3,340 million and RMB789 million, respectively.

– 6 –

LETTER FROM THE BOARD

• (2) The valuation multiple used for the determination of the valuation of Xinjiang GCL was based on an enterprise value to earnings multiple, which was determined by reference to the trading multiples of publicly listed companies engaged in businesses similar to that of the Company after considering factors such as market capitalisation, historical financials and business prospects. The Directors reviewed and referenced the average multiples of the below Comparable Companies including Wacker Chemie AG, Tongwei Co. Ltd* (通威股份), Hanwha Chemical Corporation and OCI Company Ltd. An average multiple of 14 was computed after excluding the outlier, which has a significantly higher market multiple.

Comparable Company	Ticker	EV/EBIT (x)
Wacker Chemie AG (‘‘WC AG’’)	WCH GER	13.5
Tongwei Co. Ltd* (通威股份) (‘‘Tongwei’’)	600438 SH	13.2
Hanwha Chemical Corporation (‘‘Hanwha’’)	009830 KRX	15.7
OCI Company Ltd (Note)	010060 KRX	23.1
Average (Note)		14.13
Adopted Multiple		14
Source: Bloomberg

• Note: The EV/EBIT of OCI Company Ltd was not included in the calculation of the average EV/ EBIT of the Comparable Companies, as it produces an outlier result. As noted above, companies engaging in polysilicon production typically have a EV/EBIT multiple that is close to approximately 14. The Directors considered that a multiple of 23.1 is significantly higher than the multiples produced by the other Comparable Companies.

The Directors selected the Comparable Companies with reference mainly to the business activities and the production capacity. Each Comparable Company is a polysilicon manufacturing company engaging in similar businesses as Xinjiang GCL, WC AG manufactures silicone products on a global scale; Tongwei engages in production of high-purity polycrystalline silicon in the PRC; and Hanwha engages in petrochemical production as well as upstream solar businesses in South Korea. Each Comparable Company has a sizeable production capacity and the Directors believe that they are each a relevant comparable with Xinjiang GCL. For example, WC AG and Tongwei produced approximately 80,000 tons and 70,000 tons of polysilicon products as at 2018, respectively, and Hanwha is capable of producing 15,000 tons of polysilicon annually (as compared with Xinjiang GCL’s estimated production of 60,000 tons by July 2020).

Based on the above, the Directors view that the Comparable Companies are fair and representative samples.

• (3) Enterprise value is generally derived based on the market value of equity, plus net debt (total debt minus cash and short-term investment). The adjustments (by adding cash and subtracting debt) were made to calculate the market value of equity of Xinjiang GCL.

– 7 –

LETTER FROM THE BOARD

Payment arrangements

The full amount of the Consideration shall be transferred by the Purchaser to a designated account of Jiangsu Zhongneng at Closing (as defined below).

Conditions precedent

Closing under the Share Purchase Agreement is subject to the fulfilment or (if applicable) waiver of the following conditions precedent:

• (i) the execution of the Transaction Documents;

• (ii) Xinjiang GCL having obtained all the approvals required from its decisionmaking body in relation to the Disposal, including but not limited to:

• (a) approval of the transfer of the Sale Shares from Jiangsu Zhongneng to the Purchaser; and

• (b) existing shareholders of Xinjiang GCL having waived any legal or contractual pre-emptive right to the Sale Shares;

• (iii) the Purchaser having obtained all the approvals required from its decisionmaking body in relation to the entering into of the Share Purchase Agreement and the transaction contemplated under it;

• (iv) Jiangsu Zhongneng and its controlling shareholding having obtained all the approvals required for the entering into and the performance of its obligations under the Transaction Documents, including approvals from:

• (a) Jiangsu Zhongneng’s shareholder(s);

• (b) the Board; and

• (c) the Shareholders at the EGM;

• (v) the obtaining of all required permits, decision, registration and/or filings from relevant third parties and authorities (including but not limited to the Stock Exchange);

• (vi) the Purchaser having completed its business, financial and legal due diligence on Xinjiang GCL and being satisfied with the results of such due diligence;

• (vii) on or prior to the Closing Date (as defined below), there being no:

• (a) litigation, arbitration or other disputes involving Xinjiang GCL relating to the legality of the Disposal, or any Transaction Documents;

• (b) litigation, arbitration or other disputes that have a material adverse effect on the operation;

– 8 –

LETTER FROM THE BOARD

• (c) judgment, ruling, decision or injunction of courts, arbitral tribunal or relevant authorities that restrict, prohibit or cancel the Disposal; or

• (d) pending or potential litigation, arbitration, judgement, ruling, decision or ban that has or will likely to have a material adverse effect on the Disposal;

• (viii) the representations and warranties given by Jiangsu Zhongneng and Xinjiang GCL in the Share Purchase Agreement being true, accurate, complete and not misleading from the execution date of the Share Purchase Agreement to the Closing Date (both inclusive) and there not being any change in the representations and warranties that has a material adverse effect;

• (ix) Jiangsu Zhongneng and Xinjiang GCL fulfilling all undertaking, obligation and promise under the Share Purchase Agreement on or before the Closing Date;

• (x) there not being any PRC national or local laws, regulations, rules and judicial interpretations or any other applicable laws in force, agreements or other documents that prohibit or restrict the completion of the Disposal or may have a material adverse effect on the ownership, operation or control of the principal business or related assets of Xinjiang GCL;

• (xi) from the execution date of the Share Purchase Agreement to the Closing Date, there not being any substantial change (such as share structure, legal, business, technology, financial, tax or market environment) that will have a material adverse effect on the overall financial condition, prospect, operational performance, general business condition, shareholding or value of the material assets of Xinjiang GCL, or any matter or fact that may lead to such changes;

• (xii) the core employees of Xinjiang GCL (a list of which is set out in the Share Purchase Agreement) signing an employment agreement, non-compete agreement, confidentiality and intellectual property agreement with Xinjiang GCL in form and substance satisfactory to the Purchaser;

• (xiii) Xinjiang GCL having submitted the relevant industrial and commercial amendment registration and/or filing with the relevant market supervision and management department, which has been accepted and Xinjiang GCL providing the acceptance notice to the Purchaser; and

• (xiv) any other condition(s) agreed among the parties to the Share Purchase Agreement.

All of the above conditions precedent may be waived by the Purchaser, and if any of the conditions precedent are waived, then such conditions precedent shall form part of the Post-Closing obligations as set out in the Share Purchase Agreement.

– 9 –

LETTER FROM THE BOARD

If any condition precedent has not been fulfilled or waived (as the case may be) within six (6) months of the signing date of the Share Purchase Agreement, the Purchaser shall be entitled to terminate the Share Purchase Agreement by serving a written notice to the other party to the Share Purchase Agreement.

Closing

Closing shall take place within ten (10) Business Days after all the conditions precedents have been fulfilled or waived (as the case may be) (the ‘‘Closing Date’’).

Post-Closing management of the Target Company

After the Closing Date, the board of directors of Xinjiang GCL shall comprise seven (7) directors, and they shall be nominated by shareholders and elected at the shareholders’ meeting. Jiangsu Zhongneng is entitled to nominate three (3) directors, Tianjin Zhonghuan is entitled to nominate two (2) directors and the Purchaser is entitled to nominate two (2) directors. Xinjiang GCL shall appoint one (1) general manager to be recommended by Jiangsu Zhongneng.

After the Closing Date, the board of supervisors of Xinjiang GCL shall comprise three (3) supervisors, and they shall be nominated by shareholders and elected at the shareholders’ meeting. Jiangsu Zhongneng and the Purchaser are each entitled to nominate one (1) supervisor. The remaining supervisor shall be the employee supervisor elected by the employees of Xinjiang GCL.

The Amended Articles, which will reflect the nomination right of each shareholder will be adopted by the Target Company upon Closing.

Profit-sharing

Xinjiang GCL shall distribute no less than 20% of its net profits as dividends to each of its shareholder in proportion to their respective contribution to the share capital of Xinjiang GCL every year, provided that such distribution will not affect the normal operation and production of Xinjiang GCL.

Restriction on transfer of shares in Xinjiang GCL

Pursuant to the Amended Articles, except where the shareholders of Xinjiang GCL may transfer all or part of their shares to each other, shareholders of Xinjiang GCL shall not and shall ensure their employees who hold direct or indirect interests in Xinjiang GCL will not, without prior written consent from the Purchaser:

• (1) directly or indirectly transfer, sell, gift, pledge or otherwise dispose of all or part of their equity interests or other rights in Xinjiang GCL, or create any encumbrance on such interests or rights;

• (2) enter into an agreement to transfer all or part of their economic rights or risks; or

– 10 –

LETTER FROM THE BOARD

• (3) announce any intention to enter into or effect any such transaction described in (1) or (2) above.

In the event Xinjiang GCL is listed on any stock exchange, after the expiration of the statutory lock-up period, the Purchaser has the right to transfer or sell the equity interests the Purchaser holds in Xinjiang GCL. Prior to such transfer or sale, Jiangsu Zhongneng may not, without the prior written consent of the Purchaser, transfer, sell or otherwise dispose of more than 50% of the equity interests Jiangsu Zhongneng will then hold on Xinjiang GCL. Subject to Jiangsu Zhongneng’s written consent, Jiangsu Zhongneng remain as Xinjiang GCL’s largest shareholder and Tianjian Zhonghuan may have a veto right over any transfer of shares by Jiangsu Zhongneng.

3. INFORMATION ON THE PURCHASER

We refer to the Company’s announcement dated 12 April 2019 in relation to the formation of the Purchaser. The Purchaser is a limited partnership which was established under the laws of the PRC in June 2019 to promote the industrial transformation and upgrade of Jiangsu Zhongneng and the competitiveness of Xuzhou enterprises in the photovoltaic and other clean energy industries.

The general partners of the Purchaser are Jiangsu Zhongke Yishang Investment Management Co., Ltd. (江蘇中科易尚投資管理有限公司) and Shanghai Zhongping Guohao Assets Management Co., Ltd. (上海中平國瑀資產管理有限公司) (‘‘Zhongping Guohao’’), companies incorporated in the PRC with limited liability (the ‘‘GPs’’). The limited partners of the Purchaser are (i) Jiangsu Zhongneng, (ii) Xuzhou City Industrial Development Guidance Fund Co., Ltd. (徐州市產業發展引導基金有限公司), (iii) Xuzhou Economic and Technological Development Zone Jinlong Lake City Investment Co., Ltd. (徐州經濟技術開發區金龍湖城市投資有限公司) (a third party designated by Zhongping Guohao) and (iv) Suzhou Zeye Investment Co., Ltd.* (蘇州澤業投資有限公司) (together, the ‘‘LPs’’). As at the date of this circular, Jiangsu Zhongneng intends to invest RMB1,350,000,000 in the Purchaser, amounting to 40.26% of partnership interest in the Purchaser, with no control over the Purchaser. Such investment in the Purchaser is conditional upon the completion of the Disposal.

Save as disclosed in the Company’s announcements dated 12 April 2019, 31 May 2019 and 26 June 2019, to the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, the Purchaser, the GPs, the LPs and their ultimate beneficial owner(s) are third parties independent of, and have no other shareholding or business relationship with, the Company and their connected persons.

4. INFORMATION ON THE GROUP

The Company

The Company is an investment company and its subsidiaries are principally engaged in the manufacturing and sale of polysilicon and wafers products, and developing, owning and operation of solar farms.

– 11 –

LETTER FROM THE BOARD

Jiangsu Zhongneng

Jiangsu Zhongneng is a company incorporated in the PRC with limited liability and an indirect non-wholly owned subsidiary of the Company. Jiangsu Zhongneng is principally engaged in the production and sale of polysilicon. Its major operating assets include polysilicon manufacturing factories and the equipment and machineries in such factories and production plants.

A simplified shareholding structure of Jiangsu Zhongeng is set out below:

==> picture [429 x 223] intentionally omitted <==

----- Start of picture text -----

GCL-Poly Energy Holdings Limited
保利協鑫能源控股有限公司
(Cayman Islands)
100%
Universe Solar Energy Holdings Inc.
環宇光伏電力控股有限公司
(Cayman Islands)
100% 100%
Richmore International GCL Solar Energy
KONCA ENERGY LIMITED
Development Limited Technology Holdings Limited 高佳能源有限公司
富多國際發展有限公司 協鑫光伏電力科技控股有限公司
(HK)
(HK) (HK)
35.837% 63.711% 0.452%
Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd.
江蘇中能硅業科技發展有限公司
(PRC)
----- End of picture text -----

5. INFORMATION ON THE TARGET COMPANY

Xinjiang GCL is a company incorporated in the PRC with limited liability and an indirect non-wholly owned subsidiary of the Company. Xinjiang GCL is principally engaged in the production and sale of polysilicon products. As at the date of this circular, the Company indirectly and Tianjin Zhonghuan directly hold 70% and 30% of the equity interests in Xinjiang GCL, respectively.

Set out below is an extract of the audited financial statements for the financial years ended 31 December 2017 and 31 December 2018 of Xinjiang GCL prepared in accordance with China Accounting Standards:

			For the year ended 31 December	For the year ended 31 December
			2018	2017
			RMB’000	RMB’000
Net	loss	before income tax	42,825	13,696
Net	loss	after income tax	42,825	13,696

– 12 –

LETTER FROM THE BOARD

As of 31 December 2018, the net assets of Xinjiang GCL amounted to approximately RMB1,443,793,000.

After the Disposal, Xinjiang GCL will continue to carry on its existing business, i.e. polysilicon production.

6. FINANCIAL IMPACT OF THE DISPOSAL

After the Closing Date, Xinjiang GCL will cease to be a subsidiary of the Company, and the profits and loss as well as assets and liabilities of Xinjiang GCL will no longer be consolidated into the consolidated financial statements of the Group. Upon Closing, the Company will, through Jiangsu Zhongneng, indirectly hold and retain 38.5% of the equity interests in Xinjiang GCL.

Subject to the review of the Company’s auditor, based on the consideration net of the 31.5% of the net asset value of Xinjiang GCL transferred, the Group currently expects to record a gain of approximately RMB1.6 billion, excluding tax impact and other related transaction costs, arising from the Disposal. The Group expects to realise this gain on the Disposal on the basis of (i) the premium to the net asset value of the Target Company as at 30 April 2019; and (ii) the surplus of the fair value of the portion of equity interest in the Target Company retained by the Group over its net asset value, less the portion of the gain from (i) and (ii) related to the Group’s interest in the Purchaser.

The investment in the Purchaser by Jiangsu Zhongneng will be accounted for equity method in the Company’s consolidated financial statements.

7. USE OF PROCEEDS FROM THE DISPOSAL

The net cash proceeds (net of estimated taxes and transaction costs) from the Disposal is expected to be approximately RMB2,400,000,000, which the Company intends to use for repayment of debts and normal operation.

8. REASONS AND BENEFITS OF THE DISPOSAL

The Disposal of 31.5% of the equity interest in Xinjiang GCL to the Purchaser (in which Jiangsu Zhongneng will make an investment contribution) allows the Company to, on one hand, retain an indirect equity interest in the Xinjiang GCL and, on the other hand, benefit from a positive net cash flow of approximately RMB1,140,000,000 from the net proceeds of the Disposal. The intention for forming the Purchaser is to develop financial and operational synergies among the limited partners of the Purchaser (Jiangsu Zhongneng being one of them) so as to promote the industrial transformation and upgrade of Jiangsu Zhongneng and the competitiveness of Xuzhou enterprises in the photovoltaic and other clean energy industries. The Purchaser will be able to contribute its technology for the manufacture of polysilicon products to Jiangsu Zhongneng. The technological synergy between the Purchaser and Jiangsu Zhongneng is expected to result in the enhanced development and upgrade of the manufacturing and production capabilities of Jiangsu Zhongneng. Upon the Disposal, Jiangsu Zhongneng will continue to carry on its existing business with diverse knowledge and technology and expects organic growth in its operation.

– 13 –

LETTER FROM THE BOARD

The Disposal to the Purchaser will bring positive impact on the operation of Xinjiang GCL. The financial and operational synergies among the Company, the Purchaser (and the limited partners of the Purchaser) and Tianjian Zhonghuan ensure that the operation of Xinjiang GCL will continue to be optimised. In addition, as disclosed in the paragraph ‘‘Post-Closing management of the Target Company’’ under ‘‘2. The Share Purchase Agreement’’, each shareholder of the Xinjiang GCL has the right to nominate directors to the board of directors of Xinjiang GCL. The cooperation among directors from three shareholders of Xinjiang GCL helps enhance corporate governance and the Directors are of the view that the business and operation of Xinjiang GCL will benefit from more diverse knowledge, skills and working experience from such directors.

The Directors consider that the Share Purchase Agreement has been entered into after arm’s length negotiations with the Purchaser and based on normal commercial terms, and the terms and conditions therein are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Shareholders and potential investors of the Company should note that Closing is subject to the satisfaction of the conditions precedent. Therefore, the Disposal may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in securities of the Company, and are recommended to consult their professional advisers if they are in any doubt about their position and as to the action they should take.

9. LISTING RULES IMPLICATIONS

Since the highest of the applicable percentage ratios in respect of the amount of the Disposal is over 25% but less than 75%, the entering into of the Disposal constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

10. THE EGM

Set out on pages EGM-1 to EGM-2 of this circular is a notice convening the EGM to be held at Jade and Lotus Room, 6/F., Marco Polo Hongkong Hotel, 3 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on 9 September 2019 at 10: 30 a.m..

At the EGM, ordinary resolution for approving the Disposal and the entering into and performance of obligations under the Share Purchase Agreement will be proposed for the Shareholder’s approval.

The resolution will be voted by way of poll at the EGM. As at the Latest Practicable Date, no Shareholder has material interest in the Disposal (other than being a Shareholder) and therefore no Shareholder is required to abstain from voting on the relevant resolution at the EGM.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, please complete the form of proxy in accordance with the instructions printed thereon and deposit the same at the Hong Kong branch share registrar

– 14 –

LETTER FROM THE BOARD

and transfer office of the Company, Tricor Investor Services Limited, as soon as possible and in any event by not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. The address of Tricor Investor Services Limited is Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

11. RECOMMENDATION

The Directors are of the view that the terms of the Disposal are fair and reasonable, and are on normal commercial terms and that the entering into of the Share Purchase Agreement is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolution to approve the Disposal and the entering into and performance of obligations under the Share Purchase Agreement as set out in the notice of the EGM.

12. ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

Yours faithfully, By Order of the Board GCL-Poly Energy Holdings Limited 保利協鑫能源控股有限公司 Zhu Gongshan Chairman

– 15 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

1. FINANCIAL INFORMATION OF THE GROUP

The audited consolidated financial statements of the Group for the years ended 31 December 2016, 31 December 2017 and 31 December 2018 together with the relevant notes thereto are disclosed in the following documents, which were published on both the Stock Exchange’s website (www.hkexnews.hk) and the Company’s website (www.gcl-poly.com):

• . the annual report of the Company for the year ended 31 December 2016 published on 19 April 2017 (pages 99–107);

• . the annual report of the Company for the year ended 31 December 2017 published on 16 April 2018 (pages 108–116); and

• . the annual report of the Company for the year ended 31 December 2018 published on 26 April 2019 (pages 118–129).

2. STATEMENT OF INDEBTEDNESS AND CONTINGENT LIABILITIES

At the close of business on 30 June 2019, being the latest practicable date for the purpose of this indebtedness statement, the Group had the following outstanding borrowings:

Carrying amount of bank and other borrowings Principal amount of notes and bonds payable Carrying amount of loans from related companies Lease liabilities	The Group Secured Unsecured RMB’000 RMB’000 42,608,927 9,768,221 — 4,970,095 1,523,249 2,572,243 938,827 1,603,451 45,071,003 18,914,010	Total RMB’000 52,377,148 4,970,095 4,095,492 2,542,278
		63,985,013

The Group’s secured borrowings were secured, individually or in combination, by (i) certain property, plant and equipment and right-of-use assets of the Group; (ii) certain pledged bank and other deposits of the Group; (iii) certain subsidiaries’ trade receivables, contract assets and fee collection rights in relation to the sales of electricity; (iv) amount due from an associate; and (v) certain equity interests in some project companies of the Group.

At 30 June 2019, certain borrowings of the Group amounting to RMB44,631,673,000 are guaranteed individually or in combination by entities within the Group. The remaining indebtedness amounting to RMB19,353,340,000 are not guaranteed.

– I-1 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

In addition, the Group received approval letter from the National Association of Financial Market Institutional Investors in the PRC in relation to the issuance of mediumterm notes for a term up to 3 years in the maximum principal amount of RMB3,000 million to qualifying investors, which were outstanding for issuance as at 30 June 2019.

The Group also received approval letters from the China Securities Regulatory Commission in relation to the issuance of corporate bonds for a term up to 2 years in the maximum principal amount of RMB1,500 million and public offering bonds for a term up to 3 years in the maximum principal amount of RMB3,000 million to qualifying investors, which were fully underwritten and outstanding for issuance as at 30 June 2019.

Save as aforesaid or otherwise disclosed herein, and apart from intra-group liabilities and normal trade payables in the ordinary course of business, as at the close of business on 30 June 2019, the Group did not have any debt securities authorised or created but unissued, or any term loans, other borrowings or indebtedness in the nature of borrowing including bank overdrafts, loans, liabilities under acceptances (other than normal trade bills), acceptance credits, hire purchase commitments, mortgages or charges, material contingent liabilities or guarantees outstanding.

To the best of the knowledge of the Directors, having made all reasonable enquiries, there has been no material change in the level of indebtedness of the Group since 30 June 2019.

3. WORKING CAPITAL STATEMENT

As at 30 June 2019, the Group’s total borrowings comprising bank and other borrowings, notes and bonds payable, loans from related companies and lease liabilities amounted to approximately RMB63,985 million.

The Directors have reviewed the Group’s cash flow projections which cover a period of not less than twelve months from the date of this circular. The Directors after due and careful enquiry, are of the opinion that, after taking into account the net proceeds from the Disposal and the financial resources available to the Group, including cash and cash equivalents on hand, cash flows from operating activities and available credit facilities, and based on the assumptions that the following financing plans and measures can be successfully executed, the Group will have sufficient working capital for its present operating requirements and to pay its financial obligations as and when they fall due and for at least the next twelve months from the date of this circular, in the absence of unforeseeable circumstances. However, if any of the following matters become unsuccessful, the Group will not have sufficient working capital for at least the next twelve months from the date of this circular.

– I-2 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

i. Successful implementation of measures of GNE and its subsidiaries (‘‘GNE Group’’)

GNE Group proposed to issue medium-term notes with an aggregate principal amount of not exceeding RMB3,000 million to institutional investors of the national interbank bond market in the PRC and public offering bonds with an aggregate principal amount of not exceeding RMB3,000 million in Shenzhen Stock Exchange in the PRC before their expiry date in June 2020 and September 2020, respectively. It is expected that the notes and bonds will be issued in one or more tranches and that each tranche of the notes and bonds shall have a maturity of three years. GNE Group is also negotiating with banks and other financial institutions for credit facilities.

In addition, GNE Group is implementing business strategies, among others, to transform its heavy-asset business model to a light-asset model by (i) divesting certain of its existing wholly-owned power plant projects in exchange for cash proceeds and to improve GNE Group’s indebtedness position; and (ii) striving for providing plant operation and maintenance services to those divested power plants for additional operating cash flow to GNE Group.

ii. Likelihood of successful completion of the disposal of 51% equity interest in GNE

On 3 June 2019, Elite Time Global Limited, a wholly-owned subsidiary of the Company, entered into a cooperation intent agreement with China Hua Neng Group Hong Kong Limited, a subsidiary of China Huaneng Group Co., Ltd., being a stateowned enterprise in the PRC, regarding the possible sale of 9,727,594,875 ordinary shares of GNE (the ‘‘Proposed GNE Disposal’’), representing approximately 51% of the entire issued share capital of GNE as at the date of this circular. The receipt of the expected proceeds from the Proposed GNE Disposal included in the working capital forecast is subject to the successful completion of this proposed transaction before 31 December 2019.

Upon the completion of the Proposed GNE Disposal, the Group will no longer control GNE; and accordingly, the Group’s remaining 11.28% equity interest in GNE will no longer be accounted for as a subsidiary to the Group and the Group will derecognise the assets and liabilities of GNE Group from its consolidated statement of financial position.

As at 30 June 2019, the Group’s total borrowings (comprising loans from related companies, bank and other borrowings, notes and bonds payable and lease liabilities) amounted to approximately RMB63,985 million, out of which 65.3% of the Group’s total borrowings amounting to approximately RMB41,797 million were attributable to GNE Group.

iii. Successful implementation of other measures

The sufficiency of the Group’s working capital to satisfy its present requirements for at least the next twelve months from the date of this circular is also dependent on the Group’s ability to generate adequate operating cash flows and financing cash flows through successful renewal of its bank borrowings upon expiries, compliance with the

– I-3 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

covenants under the borrowing agreements or obtaining waiver from the relevant banks if the Group is not able to satisfy any of the covenant requirements, successful securing of the financing from banks with repayment terms beyond twelve months from the date of this circular, and other short-term or long-term financing.

Notwithstanding the above, significant uncertainties exist as to whether the Group can achieve the plans and measures to generate adequate cash inflow as scheduled, failing which the Group will strive to meet the working capital sufficiency by continuous negotiations with banks to renew existing loans, exploring funding channels through equity and debt markets, and obtaining waiver from the relevant banks if the Group is not able to satisfy any of the covenant requirements. In particular, the Group has negotiated with certain banks and financial institutions for providing credit facilities in both on-shore and off-shore. The Group has also obtained direct confirmation from certain banks stating that they do not foresee any reason to withdraw the existing facilities in the foreseeable future. The Group will continue to negotiate with other banks to obtain credit facilities to ensure the Group’s bank borrowings can be renewed on an on-going basis. Furthermore, the Group entered into a share placing transaction in June 2019 and the Group is open to consider similar transactions to raise funding through equity and debt markets.

The Directors believe that the Group will be able to maintain sufficient working capital in the coming 12 months with the alternative procedures mentioned above in place.

4. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors are not aware of any material adverse change in the financial or trading position of the Company since 31 December 2018, being the date to which the latest published audited financial results of the Group were made up.

5. FINANCIAL AND TRADING PROSPECTS

For the year ended 31 December 2018, the Group recorded a total revenue of approximately RMB20,565 million, whilst the total revenue from continuing operations for the year ended 31 December 2017 (the ‘‘Prior Year’’) was approximately RMB23,794 million. Gross profit for the year ended 31 December 2018 was approximately RMB5,032 million and gross profit margin was 24.5% whilst the gross profit and gross profit margin for Prior Year was approximately RMB8,198 million and 34.5% respectively. Loss attributable to owners of the Company for the year ended 31 December 2018 amounted to approximately RMB693 million as compared to the profit attributable to owners of the Company of RMB1,974 million for the Prior Year. It is expected that upon completion of the Disposal, the total net asset value and the earnings of the Group will be increased by approximately RMB1.6 billion.

– I-4 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

The Group’s solar material business belongs to the upstream of the solar supply chain, which supplies polysilicon and wafer to companies operating in the solar industry. Polysilicon is the primary raw material used in the solar wafer production. In addition, the Group also produces wafer by using polysilicon that are produced by the Group. In the solar industry supply chain, wafers are further processed by downstream manufacturers to produce solar cells and modules. As at 31 December 2018, the annual production capacity of polysilicon of the Group’s Xuzhou base remained at 70,000 MT. The production capacity of the Group’s Xinjiang polysilicon production base was on the rise as at 31 December 2018 and will reach 50,000 MT in the first quarter of 2019. As at 31 December 2018, the Group’s annual wafer production capacity remained at 30 GW.

The Group’s solar farm business manages and operates 371 MW solar farms. As at 31 December 2018, the Group’s solar farm business includes 18 MW of solar farms in the United States and 353 MW of solar farms in the PRC.

The Group’s new energy business represents the business operations of GCL New Energy, which is principally engaged in the development, construction, operation and management of solar farms. As at 31 December 2018, the aggregated installed capacity of the 221 grid-connected solar farms of GNE Group increased by 22.0% to 7,309 MW.

The Group will continue to upgrade its existing diamond wire sawing technology in order to improve efficiency and reduce costs. Differentiating mono wafer ingot products will be developed according to market needs and products with a high cost performance will be introduced to the market with the help of the low-cost and high-quality Xinjiang intelligent production base as well as the mono wafer joint venture with Tianjin Zhonghuan. The Group will steadily promote asset optimization in the Xuzhou production base and reduce its electricity cost with the aim of reinforcing its competitive strengths in anticipation of grid parity. The Group will also carry out resource sharing as well as platform, technological, capital and development co-operation through wider, stronger and deeper industry chain collaborations.

– I-5 –

APPENDIX II

GENERAL INFORMATION

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’ and chief executives’ interests and short positions in shares and underlying shares of the Company and its associated corporations

As at the Latest Practicable Date, the interests and short positions of the Directors and the chief executive of the Company in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required (i) 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 (ii) pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing Rules, were as follows:

Long position in the shares of the Company:

Name of Director/ chief executive Zhu Gongshan Zhu Zhanjun Zhu Yufeng Sun Wei Yeung Man Chung, Charles Jiang Wenwu Zheng Xiongjiu Ho Chung Tai, Raymond Yip Tai Him

Number of Shares held Number of underlying Shares held Totals Approximate percentage of issued shares capital Beneficiary of a trust Corporate interests Personal interest (note 3) 6,370,388,156 (note 1) — — — 6,370,388,156 32.11% — — 3,400,000 2,719,359 (note 2) 6,119,359 0.03% 6,370,388,156 (note 1) — — 1,510,755 (note 2) 6,371,898,911 32.11% — — 5,723,000 1,712,189 (note 2) 7,435,189 0.04% — 1,700,000 (note 2) 1,700,000 0.01% — — 9,600,000 1,712,189 (note 2) 11,312,189 0.06% — — 250,000 2,517,924 (note 2) 2,767,924 0.01% — 1,007,170 (note 2) 1,007,170 0.01% — — — 1,007,170 (note 2) 1,007,170 0.01%

– II-1 –

APPENDIX II

GENERAL INFORMATION

Notes:

• (1) An aggregate of 6,370,388,156 shares of the Company are collectively held by Highexcel Investments Limited, Happy Genius Holdings Limited and Get Famous Investments Limited, which are 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 with Credit Suisse Trust Limited as trustee and Mr. Zhu Gongshan and his family (including Mr. Zhu Yufeng, a Director and the son of Mr. Zhu Gongshan) as beneficiaries.

• (2) These are share options granted by the Company to the Directors, pursuant to the share option scheme adopted by the shareholders of the Company on 22 October 2007. Such granted share options can be exercised by the Directors at various intervals during the period from 15 March 2016 to 28 March 2026 at an exercise price of HK$1.160 or HK$1.324.

• (3) The total number of ordinary shares of the Company in issue as at the Latest Practicable Date is 19,841,049,207.

Long position in the shares of the Company’s associated corporation, namely GNE, in which the Company indirectly holds approximately 62.28% issued shares:

Name of Director/ chief executive Zhu Gongshan Zhu Yufeng Sun Wei Yeung Man Chung, Charles Zheng Xiongjiu

Number of shares of GNE held Number of underlying shares held Total Approximate percentage of issued share capital of GNE Beneficiary of a trust Corporate interests Personal interests (note 3) 1,905,978,301 (note 1) — — — 1,905,978,301 9.99% 1,905,978,301 (note 1) — — 3,523,100 (note 2) 1,909,501,401 10.01% — — — 27,178,200 (note 2) 27,178,200 0.14% — — — 15,099,000 (note 2) 15,099,000 0.08% — — 2,450,000 — 2,450,000 0.01%

Notes:

• (1) 1,905,978,301 shares in GNE are beneficially owned by Dongsheng Photovoltaic Technology (Hong Kong) Limited (‘‘Dongsheng PV’’). Dongsheng PV is indirectly wholly-owned by GCL System Integration Technology Co., Ltd. (‘‘GCL System Integration’’) and an aggregate of over 40% of the issued shares in GCL System Integration is held by the Zhu Family Trust and Mr. Zhu Yufeng, an executive director of GNE and son of Mr. Zhu Gongshan, respectively.

• (2) These are share options granted by GNE. Such granted share options can be exercised by Mr. Zhu Yufeng at the interval between 24 July 2015 and 23 July 2025 at an exercise price of HK$0.606 per share, and by Ms. Sun Wei and Mr. Yeung Man Chung, Charles at the interval between 24 November 2014 and 23 July 2025 at an exercise price of HK$1.1798 or HK$0.606 per share.

• (3) The total number of ordinary shares of GNE in issue as at the Latest Practicable Date is 19,073,715,441.

– II-2 –

GENERAL INFORMATION

APPENDIX II

Save as disclosed above, as at the Latest Practicable Date, none of the Directors nor the chief executive of the Company had or was deemed to have any interests and short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required (i) 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 (ii) pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing Rules.

(b) Interests of substantial shareholders

As at the Latest Practicable Date, so far as is known to the Directors, the following persons (other than a Director or chief executive of the Company) had interest in the Shares of the Company as recorded in the registered required to be kept by the Company under section 336 of the Part XV of the SFO:

				Approximate
			Number of	percentage of
			shares/	issued share
		Capacity/nature	underlying	capital of the
Name	Note	of interest	shares	Company
Asia Pacific Energy	1	Interests in a controlled	6,370,388,156	32.11%
Fund Limited		corporation

Notes:

• (1) An aggregate of 6,370,388,156 shares of the Company are collectively held by Highexcel Investments Limited, Happy Genius Holdings Limited and Get Famous Investments Limited, which are 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 with Credit Suisse Trust Limited as trustee for Mr. Zhu Gongshan and his family (including Mr. Zhu Yufeng, a Director and the son of Mr. Zhu Gongshan) as beneficiaries.

• (2) The total number of ordinary shares of the Company in issue as at Latest Practicable Date is 19,841,049,207.

– II-3 –

APPENDIX II

GENERAL INFORMATION

(c) Other disclosures under the SFO

Golden Concord Group Limited is indirectly wholly-owned by a discretionary trust with Credit Suisse Trust Limited as trustee for Mr. Zhu Gongshan and his family (including Mr. Zhu Yufeng as a Director of the Company) as beneficiaries. Mr. Zhu Gongshan is the settlor of the Zhu Family Trust. Mr. Yeung Man Chung, Charles is the Vice President of Golden Concord Group Limited, a company controlled by Zhu Family Trust.

Mr. Zhu Gongshan and Mr. Zhu Yufeng are directors of Golden Concord Group Limited, save as disclosed above, as at the Latest Practicable Date, none of the Directors was a director or employee of a company which had, or was deemed to have, an interest or short position in the Shares or underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO.

3. DIRECTORS’ SERVICE CONTRACTS

Each of the Independent non-executive Directors has entered into a service contract with the Company for a fixed term of three years and will be terminated by not less than three months’ notice in writing served by either party on the other. Upon the expiry of the notice period, the appointment will be terminated.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with the Company or any member of the Group which is not determinable within one year without payment of compensation other than statutory compensation.

4. DIRECTORS’ INTERESTS IN ASSETS OR CONTRACTS AND OTHER INTERESTS

On 28 February 2019, Suzhou GCL Research, an indirect wholly-owned subsidiary of the Company, as landlord entered into the GCL System Integration Lease Agreement with GCL System Integration Technology (Suzhou) as tenant and the GCL Energy Engineering Lease Agreement with GCL Energy Engineering as tenant in relation to the leasing of certain properties for use as offices. The rent under the GCL System Integration Lease Agreement amounts to RMB613,725 (equivalent to approximately HK$720,073) per month, calculated at the rate of RMB75 per sq. m. and the rent under the GCL Energy Engineering Lease Agreement amounts to RMB514,458 (equivalent to approximately HK$603,604) per month, calculated at a rate of RMB75 per sq. m. Please refer to the Company’s announcement dated 28 February 2019 for the principal terms of the GCL System Integration Lease Agreement and GCL Energy Engineering Lease Agreement.

Save for the entering into of the GCL System Integration Lease Agreement and the GCL Energy Engineering Lease Agreement, as at the Latest Practicable Date, none of the Directors or proposed Directors had, or has had, any direct or indirect interest in any assets which have been acquired, disposed of by or leased to, or which are proposed to be

– II-4 –

APPENDIX II

GENERAL INFORMATION

acquired, disposed of by or leased to, any member of the Group since 31 December 2018, being the date to which the latest published and audited consolidated financial statements of the Company were made up.

Save for the transactions contemplated hereunder and transactions which were disclosed pursuant to the Listing Rules, there was no contract or arrangement entered into by any member of the Group subsisting at the Latest Practicable Date of which any Director is materially interested and which is significant in relation to the business of the Group.

5. DIRECTORS’ INTERESTS IN COMPETING BUSINESS

As at the Latest Practicable Date, save as disclosed below, so far as the Directors were aware, none of the Directors or their respective associates had interest in any business which competed or was likely to compete, either directly or indirectly, with the business of the Group.

Name of company in which the relevant Director has Principal activities of the Percentage interest in Name of Director interest competing company competing company Mr. Zhu Yufeng 錫林郭勒中能硅業 Intend to produce Mr. Zhu Yufeng, through 有限公司 Xilingol polysilicon ingot upon companies controlled Zhongneng Silicon Co., completion of by him, holds 70% Ltd.* (Dormant and construction interest inactive)

6. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial position or trading position of the Group since 31 December 2018, being the date to which the latest published and audited financial statements of the Group were made up.

7. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business) were entered into by members of the Group within two years immediately preceding the Latest Practicable Date which are or may be material:

• (i) the framework agreement dated 11 August 2017 between the Company and Tianjin Zhonghuan Semiconductor Co., Ltd.* (天津中環半導體股份有限公司) in relation to the collaboration in areas such as the manufacturing of polysilicon materials, monosilicon rods and monosilicon wafers;

– II-5 –

APPENDIX II

GENERAL INFORMATION

• (ii) the acquisition agreement dated 13 October 2017 between the Company, the China Force Enterprises Inc. and Shen Jing (沈靜) in relation to the Company’s acquisition of 29.55% of the issued share capital of the Lamtex Holdings Limited for a total consideration of HK$200 million;

• (iii) the non-legally binding co-operation framework agreement dated 20 November 2017 entered into between GNE and Taiping Financial Holding Company Limited (太平金融控股有限公司) in relation to the establishment of an investment fund with a fund size of approximately HKD8,000 million for the purpose of investing in GNE by way of subscription of new shares and convertible bonds of GNE;

• (iv) the capital increase agreements dated 22 November 2017 entered into between Suzhou GCL New Energy Investment Co., Ltd. (蘇州協鑫新能源投資有限公司) and Nanjing GCL New Energy Development Co., Ltd. (南京協鑫新能源發展有 限公司) with Sumin Ruineng Wuxi Equity Investment Partnership (Limited Partnership)* (蘇民睿能無錫股權投資合夥企業（有限合夥）) in relation to the increase in an aggregate amount of RMB1,500,000,000 to Suzhou GCL New Energy Investment Co., Ltd.;

• (v) the capital increase agreement dated 28 November 2017 entered into between Suzhou GCL Technology Development Co., Ltd. (蘇州協鑫科技發展有限公司), Tianjin Zhonghuan Semiconductor Co., Ltd. (天津中環半導體股份有限公司) and Tianjin Zhonghuan Semiconductor Co., Ltd.* (天津中環半導體股份有限公司) in relation to the increase of registered share capital of Tianjin Zhonghuan Semiconductor Co., Ltd. by making a capital contribution, on a pro-rata basis, of RMB2,990,000,000;

• (vi) the equity interest transfer agreement dated 28 November 2017 entered into between Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd. (江 蘇中能硅業科技發展有限公司) and Tianjin Zhonghuan Semiconductor Co., Ltd. (天津中環半導體股份有限公司) in relation to Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd.’s transfer of 20% equity interest in Xinjiang GCL New Energy Materials Technology Co., Ltd.* (新疆協鑫新能源材料科技有 限公司) to Tianjin Zhonghuan Semiconductor Co., Ltd. in return for Tianjin Zhonghuan Semiconductor Co., Ltd. fully paying up the outstanding registered share capital at RMB300,000,000;

• (vii) the subscription agreement dated 30 November 2017 entered into between GIC Investment Limited and Asia Energy Logistics Group Limited in relation to GIC Investment Limited’s subscription for HK$100,000,000 5.5% corporate bonds issued by Asia Energy Logistics Group Limited due on the third anniversary of the date of issuance;

• (viii) the purchase agreement dated 23 January 2018 entered into between GNE certain non-PRC subsidiaries of the GNE’s Group providing guarantees, Merrill Lynch (Asia Pacific) Limited, Haitong International Securities Company Limited, Credit Suisse (Hong Kong) Limited, Standard Chartered Bank, CLSA Limited, Orient

– II-6 –

APPENDIX II

GENERAL INFORMATION

Securities (Hong Kong) Limited, VTB Capital plc and SPDB International Capital Limited in relation to the issue of US$500,000,000 7.1% senior notes due 2021;

• (ix) the subscription agreement dated 26 February 2018 between Stand Virtue Limited and Millennial Lithium Corp. in relation to the subscription for units in Millennial Lithium Corp. for an aggregate consideration of 5,726,745.50 Canadian dollars and a further maximum consideration of 652,053.50 Canadian dollars if the over-allotment option is exercised;

• (x) the non-legally binding investment agreement dated 10 April 2018 entered into between GCL- Poly (Suzhou) New Energy Co., Ltd. (保利協鑫（蘇州）新能源有限 公司) and Qujing Municipal People’s Government in PRC (曲靖市人民政府) and the Management Committee of Qujing Economic and Technological Development Zone (曲靖經濟技術開發區管理委員會) in relation to the establishment of a joint venture company for setting up a monocrystalline silicon manufacturing facility in Qujing, PRC;

• (xi) the shareholders agreement dated 25 June 2018 entered into between GCL-Poly Investment I LP and Mitsui & Co., Ltd. in relation to the formation of a joint venture company to jointly develop investment opportunities;

• (xii) the share purchase agreement dated 28 December 2018 entered into between Suzhou GCL Photovoltaic Technologies Co., Ltd. (蘇州協鑫光伏科技有限公司) and Liaoning Huajun Asset Management Co., Ltd. (遼寧華君資產管理有限公司) in relation to the sale of the entire issued share capital of Suzhou Kezhun Photovoltaic Technologies Co., Ltd.* (蘇州客准光伏科技有限公司) for a purchase price of RMB850 million;

• (xiii) the limited partnership agreement dated 12 April 2019 entered into between Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd.* (江蘇中能硅 業科技發展有限公司) and a number of investors in relation to the establishment of an investment fund in the PRC with a total capital commitment of approximately RMB3.55 billion and the subscription of its interest therein;

• (xiv) the agreement dated 12 April 2019 entered into between GCL-Poly Suzhou New Energy Co., Ltd. (保利協鑫（蘇州）新能源有限公司), Leshan Municipal People’s Government (樂山市人民政府) and Shanghai Zhongping Guohao Assets Management Co., Ltd. (上海中平國瑀資產管理有限公司) to potentially set up an investment fund with an expected total capital commitment of about RMB5 billion;

• (xv) the series of seven share purchase agreements dated 22 May 2019 entered into between Suzhou GCL New Energy Investment Co., Ltd. (蘇州協鑫新能源有限公 司) as seller, Shanghai Rongyao New Energy Co., Ltd. (上海榕耀新能源有限公 司) as purchaser and Nanjing GCL New Energy Development Co., Ltd.* (南京協

– II-7 –

APPENDIX II

GENERAL INFORMATION

鑫新能源發展有限公司) as guarantor in relation to, among other things, sale of 70% of the equity interest in certain project companies in the PRC for an aggregated consideration of approximately RMB1.746 million;

• (xvi) the capital increase agreement and supplemental agreement dated 30 May 2019 entered into among Suzhou GCL Technology Development Co., Ltd. (蘇州協鑫 科技發展有限公司), Tianjin Zhonghuan Semiconductor Co., Ltd. (天津中環半導 體股份有限公司), Inner Mongolia Zhonghuan GCL Solar Material Co., Ltd. (內 蒙古中環協鑫光伏材料有限公司), Hohhot Investment Lingchuang Investment Fund (Limited Partnership) (呼和浩特市領創投資基金（有限合夥）) and Hohhot City Chengchi Phase II Industrial Development Fund Investment Center (Limited Partnership) (呼和浩特市城池二期產業發展基金投資中心（有限合夥）) in relation to the capital contribution with an aggregated total of RMB800,000,000 in the registered capital and capital reserve of Inner Mongolia Zhonghuan GCL Solar Material Co., Ltd. (內蒙古中環協鑫光伏材料有限公司);

• (xvii) the cooperation agreements dated 31 May 2019 entered into between Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd. (江蘇中能硅業科技發 展有限公司) (an indirect subsidiary of the Company), and other parties: (a) Leshan Gaoxin Investment Development (Group) Limited (樂山高新投資發展

• （集團）有限公司), (b) Suzhou Zeye Investment Co., Ltd.[] (蘇州澤業投資有限公 司), (c) Zeye New Energy Holdings Limited (澤業新能源控股有限公司) and (d) Shanghai Zhongping Guohao Assets Management Co., Ltd. (上海中平國瑀資產 管理有限公司), in relation to the establishment of Leshan Polysilicon Photovoltaic Information Industry Investment Fund (樂山多晶硅光電信息產業 基金) with the total capital commitment intended to be between RMB4 billion and RMB4.5 billion, of which Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd.* (江蘇中能硅業科技發展有限公司) intends to contribute RMB500 million;

• (xviii)the cooperation intent agreement dated 3 June 2019 entered into between Elite Time Global Limited, a wholly owned subsidiary of the Company and China Hua Neng Group Hong Kong Limited, in relation to the possible sale of 9,727,594,875 ordinary shares in the share capital of GNE, representing approximately 51% of the entire issued share capital of GNE as at 4 June 2019;

• (xix) the placement agreement dated 10 June 2019 entered into between the Company and UBS AG Hong Kong Branch, in relation to the placing of 1,511,000,000 new ordinary shares under the general mandate, with proceeds amounting to approximately HK$680 million;

• (xx) the share purchase agreement dated 26 June 2019 enter into between Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd. (江蘇中能硅業科技發 展有限公司), an indirect non-wholly owned subsidiary of the Company, Xuzhou Zhongping GCL Industrial Upgrading Equity Investment Fund LLP (徐州中平 協鑫產業升級股權投資基金（有限合夥）) and Xinjiang GCL New Energy Materials Technology Co., Ltd.* (新疆協鑫新能源材料科技限公司) in relation to the sale of

– II-8 –

APPENDIX II

GENERAL INFORMATION

the 31.5% of the equity interests in Xinjiang GCL New Energy Materials Technology Co., Ltd. to Xuzhou Zhongping GCL Industrial Upgrading Equity Investment Fund LLP; and

• (xxi) the Nanzhao Finance Lease Agreements dated 9 August 2019 enter into between GNE Group and China Resources Leasing Co., Ltd. (華潤租賃有限公司) (‘‘CR Leasing’’) pursuant to which (i) CR Leasing shall purchase the Nanzhao Leased Assets from Nanzhao Xinli Photovoltaic Power Co., Ltd. (南召鑫力光伏電力有 限公司) (‘‘Nanzhao Xinli’’) at an aggregate consideration of RMB332,000,000 payable in two instalments; and (ii) following the acquisition, CR Leasing, as the lessor, shall lease the Nanzhao Leased Assets to Nanzhao Xinli, as the lessee, for a term of 10 years at an aggregated estimated rent of RMB497,856,000. In addition, pursuant to the Nanzhao Finance Lease Agreements, Nanzhao Xinli shall pay CR Leasing a finance lease handling fee of RMB13,280,000.

8. CLAIMS AND LITIGATION

As at the Latest Practicable Date, no member of the Group was engaged in any litigation, arbitration or claim of material importance and no litigation, arbitration or claim of material importance was known to the Directors to be pending or threatened against any member of the Group.

9. GENERAL

The company secretary of the Company is Mr. Yeung Man Chung, Charles, who is a member of The Hong Kong Institute of Certified Public Accountants and The Australian Society of Certified Practising Accountants.

In case of inconsistencies, the English texts of this circular shall prevail over the Chinese texts thereof.

10. DOCUMENTS AVAILABLE 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 business day for a period of 14 days from the date of this circular:

• (a) the memorandum of association and bye-laws of the Company;

• (b) the annual reports of the Company for each of the financial years ended 31 December 2016, 2017 and 2018;

• (c) the material contracts referred to in the section headed ‘‘Material Contracts’’ in this appendix;

• (d) the Share Purchase Agreements; and

• (e) this circular.

– II-9 –

APPENDIX III

LETTER FROM THE BOARD ON FINANCIAL BUDGET

23 August 2019

Hong Kong Exchanges and Clearing Limited

12/F, Two Exchange Square 8 Connaught Place Central, Hong Kong

Dear Sir or Madam,

Re: Major Transaction — Disposal of 31.5% of the equity interests in Xinjiang GCL New Energy Materials Technology Co., Ltd.* (新疆協鑫新能源材料科技有限公司) (‘‘Xinjiang GCL’’)

We refer to the circular of GCL-Poly Energy Holdings Limited (the ‘‘Company’’) dated 23 August 2019 in relation to the share and purchase agreement between Jiangsu Zhongneng, the Purchaser and Xinjiang GCL in relation to the sale of 31.5% of the equity interests in Xinjiang GCL. Unless otherwise defined or if the context otherwise requires, all terms defined in the Circular shall have the same meaning when used in this letter.

We have reviewed the Financial Budget upon which the Consideration has been determined and have discussed with the management of the Company the information and documents provided by the management of the Company which formed part of the basis and assumptions upon which the Financial Budget has been prepared. We have also considered the report dated 23 August 2019 from Deloitte Touche Tohmatsu confirming that they have reviewed the calculations for the Financial Budget. We have noted that the Financial Budget is mathematically accurate and is presented on a basis consistent in all material aspects with the accounting policies currently adopted by the Company.

On the basis of the foregoing, in accordance with Rule14.62(3) of the Listing Rules, we are satisfied that the Financial Budget upon which the Consideration has been determined has been made after due and careful enquiry.

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

• For identification purposes only

– III-1 –

APPENDIX IV

LETTER FROM DELOITTE ON FINANCIAL BUDGET

INDEPENDENT ASSURANCE REPORT ON CALCULATIONS OF FINANCIAL BUDGET OF XINJIANG GCL NEW ENERGY MATERIALS TECHNOLOGY CO., LTD. (‘‘XINJIANG GCL’’) FOR THE YEAR ENDING 31 DECEMBER 2020

TO THE DIRECTORS OF GCL-POLY ENERGY HOLDINGS LIMITED

We have examined the calculations of the financial budget of Xinjiang GCL for the year ending 31 December 2020 (the ‘‘Financial Budget’’) on which the market value of equity of Xinjiang GCL is based. Xinjiang GCL is a company incorporated in the People’s Republic of China whose principal assets are production plant and technology for manufacture of polysilicon products. The Financial Budget is regarded as a profit forecast under Rule 14.61 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) and reference to it is included in the circular dated 23 August 2019 issued by GCL-Poly Energy Holdings Limited (the ‘‘Company’’) in connection with the disposal of 31.5% equity interest in Xinjiang GCL (the ‘‘Circular’’).

Directors’ Responsibility for the Financial Budget

The directors of the Company are responsible for the preparation of the Financial Budget in accordance with the bases and assumptions determined by the directors and set out in the section headed ‘‘Basis of the Consideration’’ of the Circular (the ‘‘Assumptions’’). This responsibility includes carrying out appropriate procedures relevant to the preparation of the Financial Budget and applying an appropriate basis of preparation; and making estimates that are reasonable in the circumstances.

Our Independence and Quality Control

We have complied with the independence and other ethical requirements of the ‘‘Code of Ethics for Professional Accountants’’ issued by the Hong Kong Institute of Certified Public Accountants (the ‘‘HKICPA’’), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.

Our firm applies Hong Kong Standard on Quality Control 1 ‘‘Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements’’ issued by the HKICPA and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

– IV-1 –

APPENDIX IV

LETTER FROM DELOITTE ON FINANCIAL BUDGET

Reporting Accountants’ Responsibility

Our responsibility is to express an opinion on the arithmetical accuracy of the calculations of the Financial Budget and to report solely to you, as a body, as required by Rule 14.62(2) of the Listing Rules, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.

Our engagement was conducted in accordance with Hong Kong Standard on Assurance Engagements 3000 (Revised) ‘‘Assurance Engagements Other Than Audits or Reviews of Historical Financial Information’’ issued by the HKICPA. This standard requires that we comply with ethical requirements and plan and perform the assurance engagement to obtain reasonable assurance on whether the Financial Budget, so far as the calculations are concerned, have been properly compiled in accordance with the Assumptions. Our work was limited primarily to making inquiries of the Company’s management, considering the analyses and assumptions on which the Financial Budget are based and checking the arithmetic accuracy of the compilation of the Financial Budget. Our work does not constitute any valuation of Xinjiang GCL.

Because the Financial Budget relates to future estimated cash flows, no accounting policies of the Company have been adopted in its preparation. The Assumptions include hypothetical assumptions about future events and management actions which cannot be confirmed and verified in the same way as past results and these may or may not occur. Even if the events and actions anticipated do occur, actual results are still likely to be different from the Financial Budget and the variation may be material. Accordingly, we have not reviewed, considered or conducted any work on the reasonableness and the validity of the Assumptions and do not express any opinion whatsoever thereon.

Opinion

Based on the foregoing, in our opinion, the Financial Budget, so far as the calculations are concerned, have been properly compiled, in all material respects, in accordance with the Assumptions.

Deloitte Touche Tohmatsu

Certified Public Accountants Hong Kong

23 August 2019

– IV-2 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

GCL-POLY ENERGY HOLDINGS LIMITED

保 利 協 鑫 能 源 控 股 有 限 公 司 (Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3800)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the ‘‘EGM’’) of GCL-Poly Energy Holdings Limited (the ‘‘Company’’) will be held at Jade and Lotus Room, 6/F., Marco Polo Hongkong Hotel, 3 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on 9 September 2019 at 10: 30 a.m. for the purpose of considering and, if thought fit, approving the following resolution as an ordinary resolution of the Company. Unless otherwise indicated, capitalised terms used in this notice and the following resolution shall have the same meanings as those defined in the circular of the Company dated 23 August 2019.

The following resolution will be considered and, if thought fit, approved by the Shareholders, with or without amendments, at the EGM:

ORDINARY RESOLUTION

‘‘THAT:

• (a) the share purchase agreement dated 26 June 2019 entered into between Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd. (江蘇中能硅業科技發 展有限公司) as seller and Xuzhou Zhongping GCL Industrial Upgrading Equity Investment Fund LLP (徐州中平協鑫產業升級股權投資基金（有限合夥）) as purchaser in relation to the sale and purchase of 31.5% of the equity interests in Xinjiang GCL New Energy Materials Technology Co., Ltd.* (新疆協鑫新能源 材料科技有限公司) for a consideration of RMB2,490,849,900 (the ‘‘Disposal’’) (the ‘‘Share Purchase Agreement’’) be and is hereby approved, ratified and confirmed; and

• (b) any director of the Company be and is hereby authorised for and on behalf of the Company to execute (including affixing the seal of the Company in accordance with the articles of association of the Company to) all such documents and do all such acts and things as he/she may in his/her absolute discretion consider to be

– EGM-1 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

necessary, desirable, appropriate or expedient to implement and/or to give effect to the Disposal and the transactions contemplated under the Share Purchase Agreement and all matters incidental or ancillary thereto.’’

By order of the Board GCL-Poly Energy Holdings Limited 保利協鑫能源控股有限公司 Zhu Gongshan Chairman

Hong Kong, 23 August 2019

• For identification purpose only

Notes:

• (1) Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A shareholder of the Company who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a shareholder of the Company.

• (2) In order to be valid, a form of proxy and the power of attorney (if any) or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be deposited with the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, not less than 48 hours before the time fixed for holding the EGM or any adjournment thereof. The address of Tricor Investor Services Limited is Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Completion and delivery the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the EGM convened and in such event, the form of proxy shall be deemed to be revoked.

• (3) In the case of joint registered holders of any share, any one of such joint registered holders may vote at the EGM, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint registered holders be present at the EGM, the vote of the senior who tenders a vote either personally or by proxy shall be accepted to the exclusion of the votes of the other joint registered holders and, 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.

• (4) Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in this notice will be decided by poll at the EGM.

• (5) If Typhoon Signal No. 8 or above, or a ‘‘black’’ rainstorm warning is in effect any time after 8: 30 a.m. on the date of the EGM and/or the Hong Kong Observatory has announced at or before 8: 30 a.m. on the date of EGM that either of the above mentioned warnings to be issued within the next two hours, the EGM will be postponed. Shareholders may visit the website of the Company at www.gcl-poly.com.hk for details of the postponement and alternative meeting arrangement.

– EGM-2 –