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

If you have sold or transferred all your shares in GCL-Poly Energy Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or 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)

CONTINUING CONNECTED TRANSACTIONS IN RELATION TO NEW COAL PURCHASE FRAMEWORK AGREEMENT AND WAFER PRODUCTS SUPPLY FRAMEWORK AGREEMENT Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the New Coal Purchase Framework Agreement in relation to the Wafer Products Supply Framework Agreement SOMERLEY CAPITAL LIMITED

Capitalised terms used on this cover page 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 5 to 17 of this circular and the letter from the Independent Board Committee is set out on pages 18 to 19 of this circular.

The letter of advice from First Shanghai Capital containing its advice to the Independent Board Committee and the Independent Shareholders in relation to the New Coal Purchase Framework Agreement is set out on pages 20 to 26 of this circular. The letter of advice from Somerley containing its advice to the Independent Board Committee and the Independent Shareholders in relation to the Wafer Products Supply Framework Agreement is set out on pages 27 to 35 of this circular.

A notice convening the EGM to 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. is set out on pages 42 to 44 of this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM should you so wish.

20 January 2017

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Letter from the Independent Board Committee 18 Letter from First Shanghai Capital 20 Letter from Somerley 27 Appendix - General Information 36 Notice of Extraordinary General Meeting 42

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

"associate" has the meaning ascribed to it under the Listing Rules

"Board" the board of Directors

"Coal Purchase Caps" the maximum aggregate annual value of coal to be

supplied by Suzhou GCL to Jiangsu Zhongneng under the New Coal Purchase Framework Agreement, details of which are set out in the section headed "Coal Purchase Caps" in this circular

"Company" GCL-Poly Energy Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Main Board of the Stock Exchange

"connected person" has the meaning ascribed to it under the Listing Rules "Director(s)" the director(s) of the Company

"EGM" an extraordinary general meeting of the Company to be convened and held for the Independent Shareholders to consider and, if thought fit, approve each of (i) the New Coal Purchase Framework Agreement and the transactions contemplated thereunder; (ii) the Coal Purchase Caps; (iii) the Wafer Products Supply Framework Agreement and the transactions contemplated thereunder; and (iv) the Wafer Products Supply Cap

"Existing Coal Purchase

Framework Agreement"

the agreement dated 24 May 2016 entered into between Jiangsu Zhongneng and Suzhou GCL in relation to the purchase of coal

"First Shanghai Capital" First Shanghai Capital Limited, a corporation licensed

to carry out type 6 (advising on corporate finance) regulated activity under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the New Coal Purchase Framework Agreement, the transactions contemplated thereunder and the Coal Purchase Caps

"GCL-Poly Suzhou" 保利協鑫(蘇州)新能源有限公司 (GCL-Poly (Suzhou)

New Energy Co., Ltd.*), a company established in the PRC and a wholly-owned subsidiary of the Company

"GCL System Integration" 協鑫集成科技股份有限公司 (GCL System Integration

Technology Co., Ltd.), a company established in the PRC with its shares listed on the Small and Medium Enterprise Board of the Shenzhen Stock Exchange (stock code: 2506)

"Group" the Company and its subsidiaries

"HK$" Hong Kong dollar, the lawful currency of Hong Kong

"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China

"Independent Board Committee"

a committee of the Board comprising all of the independent non-executive Directors for the purpose of considering (i) the New Coal Purchase Framework Agreement and the transactions contemplated thereunder; (ii) the Coal Purchase Caps; (iii) the Wafer Products Supply Framework Agreement and the transactions contemplated thereunder; and (iv) the Wafer Products Supply Cap

"Independent Shareholders" Shareholders other than Mr. Zhu Gongshan and Mr.

Zhu Yufeng and their respective associates

"Jiangsu Zhongneng" 江蘇中能硅業科技發展有限公司 (Jiangsu Zhongneng

Polysilicon Technology Development Co., Ltd.*), a company established in the PRC and a wholly-owned subsidiary of the Company

"Latest Practicable Date" 17 January 2017, being the latest practicable date prior

to the printing of this circular for ascertaining certain information contained herein

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange from time to time

"New Coal Purchase

Framework Agreement"

the agreement dated 6 January 2017 entered into between Jiangsu Zhongneng and Suzhou GCL in relation to the purchase of coal

"PRC" The People's Republic of China

GCL-Poly Energy Holdings Ltd. published this content on 19 January 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 19 January 2017 09:51:12 UTC.

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