GCL Poly Energy : Announcements and Notices - Notice of Extraordinary General Meeting

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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) 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 Centenary Room III, G/F., Marco Polo Hong Kong Hotel, 3 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on Thursday, 9 February 2017 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without modification the following ordinary resolutions of the Company: ORDINARY RESOLUTIONS

1. "THAT

2. the coal purchase framework agreement (the "New Coal Purchase Framework Agreement") dated 6 January 2017 entered into between 蘇州協鑫能源科技有限 公司 (Suzhou GCL Energy Technology Co., Ltd.*) as supplier and 江蘇中能硅業 科技發展有限公司 (Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd.*) as customer in relation to the purchase of coal, a copy of which marked "A" has been tabled before the meeting and initiated by the chairman of the meeting for identification purpose, and the transactions contemplated thereunder and the execution of which be and are hereby approved, ratified and confirmed;

3. the annual caps for the maximum aggregate annual value for the transactions under the New Coal Purchase Framework Agreement as stated in the circular of the Company dated 20 January 2017 for the period from 1 January 2017 to 31 December 2019 be and are hereby approved, ratified and confirmed; and

4. any one of the directors of the Company be and is hereby authorised to do all such acts and things and to execute all such documents for the purpose of, or in connection with, the implementation of and giving effect to the New Coal Purchase Framework Agreement and the transactions ancillary thereto and of administrative nature which he/she considers necessary, desirable or expedient."

5. "THAT

6. the wafer products supply framework agreement (the "Wafer Products Supply Framework Agreement") dated 6 January 2017 entered into between 保利協鑫

   （蘇州）新能源有限公司 (GCL-Poly (Suzhou) New Energy Co., Ltd.*) as supplier and 協鑫集成科技股份有限公司 (GCL System Integration Technology Co., Ltd.) as customer in relation to the supply of wafer products, a copy of which marked

   "B" has been tabled before the meeting and initiated by the chairman of the meeting for identification purpose, and the transactions contemplated thereunder and the execution of which be and are hereby approved, ratified and confirmed;

7. the annual cap for the maximum aggregate value for the transactions under the Wafer Products Supply Framework Agreement as stated in the circular of the Company dated 20 January 2017 for the period from 1 January 2017 to 31 December 2017 be and are hereby approved, ratified and confirmed; and

8. any one of the directors of the Company be and is hereby authorised to do all such acts and things and to execute all such documents for the purpose of, or in connection with, the implementation of and giving effect to the Wafer Products Supply Framework Agreement and the transactions ancillary thereto and of administrative nature which he/she considers necessary, desirable or expedient."

By order of the Board

GCL-Poly Energy Holdings Limited Mr. Zhu Gongshan

Chairman

Hong Kong, 20 January 2017

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 share registrar, Tricor Investor Services Limited, at Level 22, 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.

3. In order to qualify for the right to attend and vote at the EGM, all transfers, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on 8 February 2017.

4. Delivery of 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.

5. 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.

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

* For identification only