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 Jade and Lotus Room, 6/F., Marco Polo Hongkong Hotel, 3 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on 9 September 2019 at 10 : 30 a.m. for the purpose of considering and, if thought fit, approving the following resolution as an ordinary resolution of the Company. Unless otherwise indicated, capitalised terms used in this notice and the following resolution shall have the same meanings as those defined in the circular of the Company dated 23 August 2019.

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

ORDINARY RESOLUTION

''THAT:

1. the share purchase agreement dated 26 June 2019 entered into between Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd.* (江蘇中能硅業科技發展 有限公司) as seller and Xuzhou Zhongping GCL Industrial Upgrading Equity Investment Fund LLP* (徐州中平協鑫產業升級股權投資基金（有限合夥）) as purchaser in relation to the sale and purchase of 31.5% of the equity interests in Xinjiang GCL New Energy Materials Technology Co., Ltd.* (新疆協鑫新能源材料科 技有限公司) for a consideration of RMB2,490,849,900 (the ''Disposal'') (the ''Share Purchase Agreement'') be and is hereby approved, ratified and confirmed; and

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1. 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 Disposal and the transactions contemplated under the Share Purchase Agreement 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, 23 August 2019

• 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, not less than 48 hours before the time fixed 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. Completion and delivery 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.
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. Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in this notice will be decided by poll at the EGM.
5. If Typhoon Signal No. 8 or above, or a ''black'' rainstorm warning is in effect any time after 8 : 30
   a.m. on the date of the EGM and/or the Hong Kong Observatory has announced at or before 8 : 30 a.m. on the date of EGM that either of the above mentioned warnings to be issued within the next two hours, 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.

As at the date of this announcement, the Board 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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