GCL Technology Holdings Limited — Proxy Solicitation & Information Statement 2020

Apr 29, 2020

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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GCL-Poly Energy Holdings Limited

(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 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. for the purpose of considering and, if thought fit, approving the following resolutions as an ordinary resolutions of the Company.

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

ORDINARY RESOLUTIONS

“ THAT :

• (a) 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) (“ Suzhou GCL New Energy ”), 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) (“ Ningxia GCL New Energy ”, together with Suzhou GCL New Energy, the “ Sellers ”), the Guarantor and the Purchasers (collectively the “ First Phase Share Purchase Agreements ”) in relation to:

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  • (i) sale and purchases of the entire equity interests in Yuganxian GCL New Energy Co., Ltd.* (余干縣協鑫新能源有限責任公司), Ningxia Jinxin Photovoltaic Power Co., Ltd.* (寧夏 金信光伏電力有限公司), Ningxia Lvhao Photovoltaic Power Generation Co., Ltd.* (寧夏 綠昊光伏發電有限公司), Hami Orui Photovoltaic Power Generation Co., Ltd.* (哈密歐 瑞光伏發電有限公司), Hami Yaohui Photovoltaic Power Co., Ltd.* (哈密耀輝光伏電力 有限公司) and Ningxia Jinli Photovoltaic Power Co., Ltd.* (寧夏金禮光伏電力有限公司) (the “ Target Companies ”) (the “ Disposals ”); and

  • (ii) grant of put options by the Sellers to the Purchasers under the First Phase Share Purchase Agreements, pursuant to which the Purchasers are entitled to, upon the occurrence of certain specified events, request the Seller(s) to repurchase the entire equity interest in the Target Company(ies) and the relevant unpaid shareholder’s loans at the time (the “ Put Options ”), 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 necessary, desirable, appropriate or expedient to implement and/or 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.”

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, 29 April 2020

• 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 at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time fixed for holding the EGM or any adjournment thereof.

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• (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) All Shareholders, particularly Shareholders who are subject to quarantine in relation to Coronavirus Disease 2019 (COVID-19), that they may appoint any person or the chairman of the EGM as a proxy to vote on the resolution, instead of attending the EGM in person. The form of proxy can be downloaded from the website of the Company at www.gcl-poly.com.hk or HKEXnews at www.hkexnews.hk.

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

• (6) The register of members of the Company will be closed from 18 May 2020 to 21 May 2020, both days inclusive, during which period no transfer of shares will be effected and for the purpose of determining the identity of members who are entitled to attend and vote at the EGM to be held on 21 May 2020 at 11:30 a.m.. In order to be eligible to attend and vote at the EGM, all completed share transfer documents must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, no later than 4: 30 p.m. on 15 May 2020.

• (7) If Typhoon Signal No. 8 or above, or a “black” rainstorm warning is in effect any time after 8:00 a.m. on the date of the EGM, 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.

• (8) In view of the ongoing COVID-19 epidemic and recent guidelines for prevention and control of its spread, the Company will implement the following precautionary measures at the EGM to protect the Shareholders, staff and other stakeholders who attend the EGM from the risk of infection:

  • (i) compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendee. Any person with a body temperature of 37 degrees Celsius or higher may be denied entry into the EGM venue or be required to leave the EGM venue;

  • (ii) the Company will require all attendees to wear surgical face masks before they are permitted to attend, and during their attendance of the EGM at all times, and to maintain a safe distance between seats (please bring your own mask);

  • (iii) no refreshment will be served at the EGM;

  • (iv) no souvenirs will be distributed at the EGM; and

  • (v) no guest will be allowed to enter the EGM venue if he/she is wearing quarantine wristband issued by the Government of Hong Kong.

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As at the date of this notice, the board of directors of the Company comprises Mr. Zhu Gongshan (Chairman), Mr. Zhu Zhanjun, Mr. Zhu Yufeng, Ms. Sun Wei, Mr. Yeung Man Chung, Charles, Mr. Jiang Wenwu and Mr. Zheng Xiongjiu as executive Directors; Ir. Dr. Ho Chung Tai, Raymond, Mr. Yip Tai Him, Dr. Shen Wenzhong and Mr. Wong Man Chung, Francis as independent non-executive Directors.

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