The Board is pleased to announce that at the AGM, all the proposed resolutions were duly passed by the Shareholders by way of poll.

Reference is made to the circular and the notice of the annual general meeting ("Notice") of GCL-Poly Energy Holdings Limited (the "Company"), both dated 18 April 2012.

RESULTS OF THE AGM

The board of directors (the "Board") of the Company is pleased to announce that at the annual general meeting held on 28 May 2012 ("AGM"), all the ordinary resolutions as set out in the Notice (the "Resolutions") were proposed and duly passed by the shareholders of the Company ("Shareholders") by way of poll. The poll results in respect of all the Resolutions at the AGM are as follows:
Ordinary resolutions
Number of votes cast
(Percentage of total number of votes cast)
Ordinary resolutions
For
Against
1
To receive and consider the audited
Consolidated Financial Statements and the
Reports of the Directors and Auditor for the year ended 31 December 2011.
10,617,471,685
(99.99%)
1,000
(0.01%)
2
To declare a final dividend for the year ended 31
December 2011.
10,617,470,685
(99.99%)
1,000
(0.01%)
3 (i)
To re-elect Ms. SUN Wei as an executive
director.
10,291,800,348
(99.87%)
13,325,976
(0.13%)
(ii)
To re-elect Mr. ZHU YU Feng as an executive
director.
9,464,953,420
(91.85%)
840,172,904
(8.15%)
(iii)
To re-elect Mr. CHAU Kwok Man, Cliff as a
non-executive director.
9,931,567,193
(96.35%)
376,355,492
(3.65%)
(iv)
To re-elect Mr. ZHANG Qing as a
non-executive director.
9,881,597,707
(95.86%)
426,324,978
(4.14%)
(v)
To re-elect Mr. QIAN Zhi Xin as an independent
non-executive director.
10,297,813,685
(99.90%)
10,109,000
(0.10%)
(vi)
To re-elect Mr. YIP Tai Him as an independent
non-executive director.
10,301,674,524
(99.94%)
6,248,161
(0.06%)
(vii)
To authorise the board of directors of the
Company to fix the remuneration of the directors.
10,610,327,685
(99.99%)
3,000
(0.01%)
4
To re-appoint Deloitte Touche Tohmatsu as
Auditor of the Company and to authorise the board of directors of the Company to fix their remuneration.
10,151,315,337
(95.61%)
466,143,348
(4.39%)
5 (A)
To grant a general mandate to the directors to
allot, issue and deal with additional shares of the
Company.
9,057,947,998
(85.31%)
1,559,514,687
(14.69%)
(B)
To grant a general mandate to the directors to
repurchase shares of the Company.
10,617,258,685
(99.99%)
204,000
(0.01%)
(C)
To extend the general mandate to the directors to
allot, issue and deal with additional shares by the addition of number of shares repurchased by the
Company.
9,058,020,798
(85.31%)
1,559,441,887
(14.69%)

The full text of the Resolutions is set out in the Notice.

As more than 50% of the votes were cast in favour of each of the Resolutions, all the Resolutions were duly passed by way of poll as ordinary resolutions of the Company.

As at the date of the AGM, the number of issued shares of the Company was  15,474,296,268 shares, which was the total number of shares entitling the holders to attend and vote for or against all the Resolutions proposed at the AGM. No Shareholder was required to abstain from voting on the Resolutions and there was no share entitling the holders to attend and abstain from voting in favour of the Resolutions at the AGM.

No Shareholders have stated their intention in the circular of the Company dated 18 April 2012 to vote against or to abstain from voting on the Resolutions at the AGM.

The Company's Hong Kong branch share registrar, Tricor Investor Services Limited, acted as the scrutineer at the AGM for the purpose of vote-taking.

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

Hong Kong, 28 May 2012

As at the date of this announcement, the Board comprises Mr. Zhu Gong Shan (Chairman), Mr. Sha Hong Qiu, Mr. Ji Jun, Mr. Shu Hua, Mr. Yu Bao Dong, Ms. Sun Wei and Mr. Zhu Yu Feng as executive directors; Mr. Chau Kwok Man, Cliff and Mr. Zhang Qing as non-executive directors; Mr. Qian Zhi Xin, Ir. Dr. Raymond Ho Chung Tai, Mr. Xue Zhong Su and Mr. Yip Tai Him as independent non-executive directors.
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