GCL Technology Holdings Limited — Proxy Solicitation & Information Statement 2020

Apr 29, 2020

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

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3800)

PROXY FORM FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 21 MAY 2020

I/We[1]

of being the registered holder(s) of[2] shares (the “ Shares ”) of HK$0.10 each in the capital of GCL-Poly Energy Holdings Limited 保利協鑫能源控股有限公司 (the “ Company ”) HEREBY APPOINT[3] the Chairman of the meeting or (name) of (address) as

my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting (the “ EGM ”) of the Company to be held at Strategy II-III, Level 8, W Hong Kong, 1 Austin Road West, Kowloon Station, Kowloon, Hong Kong on Thursday, 21 May 2020 at 11:30 a.m. or at any adjournment thereof as hereunder indicated:

ORDINARY RESOLUTION[5] FOR[4] AGAINST[4] 1. (a) To approve the series of five share purchase agreements dated 21 January 2020 entered into between Suzhou GCL New Energy Investment Co., Ltd.* (蘇州協鑫新 能源投資有限公司), GCL Group Limited* (協鑫集團有限公司) (the “ Guarantor ”), Huaneng Gongrong No.1 (Tianjin) Equity Investment Fund Partnership (Limited Partnership)* (華能工融一號（天津）股權投資基金合夥企業（有限合夥）) and Huaneng Gongrong No.2 (Tianjin) Equity Investment Fund Partnership (Limited Partnership)* (華能工融二號（天津）股權投資基金合夥企業（有限合夥）) (the “ Purchasers ”) and the share purchase agreement dated 21 January 2020 entered into between Ningxia GCL New Energy Investment Co., Ltd.* (寧夏協鑫新能源投 資有限公司), the Guarantor and the Purchasers (collectively the “ First Phase Share Purchase Agreements ”) in relation to (i) sale and purchase of the entire equity interests in the Target Companies (the “ Disposals ”); and (ii) grant of the Put Options; and

(b) To authorise any director of the Company to give effect to the Disposals and the Put Options and the transactions contemplated under the First Phase Share Purchase Agreements and all matters incidental or ancillary thereto,

as more particularly set out in the notice of EGM.

Dated this day of 2020 Signature(s)[6]

• For identification purpose only

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

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

3. If any proxy other than the Chairman of the EGM is preferred, 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 PROXY FORM MUST BE DULY INITIALLED.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE 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 EGM other than those referred to in the notice convening the EGM.

5. The full text of resolution are set out in the notice of EGM in the Company’s circular dated 29 April 2020 (the “ Circular ”).

6. To be valid, this proxy form, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited as soon as possible and in any event, not less than 48 hours before the time appointed 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.

7. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must either be executed under its common seal or under the hand of an officer or attorney so authorised.

8. Where there are joint registered holders of any Share, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such Share as if he were solely entitled thereto, but if more than one of such joint holders is present at the EGM, personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such Share shall alone be entitled to vote in respect thereof.

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

10. Your proxy’s authority will be revoked if you attend and vote in person in the EGM.

11. Unless otherwise stated, capitalised terms used above shall have the same meanings as set out in the Circular.

PERSONAL INFORMATION COLLECTION STATEMENT

“Personal Data” in this statement has the same meaning as “personal data” defined in the Personal Data (Privacy) Ordinance, Chapter 486 of the Lawsbasis andof Hongfor theKongpurpose(“ PDPO of ”),processingwhich includeyour instructionsyour and youras proxy’sstated innamethis andProxyaddress.Form Your(the “supply Purposes of the”). IfPersonalyou failDatato issupplyon a voluntarysufficient information, the Company may not be able to process your instructions. The Company may disclose or transfer the Personal Data to its subsidiaries, its Share Registrar and/or third party service provider who provides administrative, computer and other services to the Company for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. The Personal Data will be retained for such period as may be necessary to fulfil the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing and sent to the Privacy Compliance Officer of Tricor Investor Services Limited at the above address.