GCL Poly Energy : Circulars - Disposal of 31.5% Equity Interests in Xinjiang GCL

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in GCL-Poly Energy Holdings Limited (保利協鑫能源 控股有限公司), you should at once hand this circular and the proxy form to the purchaser or the 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)

MAJOR TRANSACTION

DISPOSAL OF 31.5% EQUITY INTERESTS IN XINJIANG GCL

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Capitalised terms used in this cover 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 4 to 15 of this circular.

A notice convening the Extraordinary General Meeting of the Company to 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. is set out on pages EGM-1 to EGM-2 of this circular.

Irrespective of whether you are able to attend the Extraordinary General Meeting, please complete the accompanying proxy form in accordance with the instructions printed thereon and deposit the same at the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the Extraordinary General Meeting 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 return of the proxy form will not preclude you from attending and voting in person at the Extraordinary General Meeting or any adjournment thereof should you so wish and in such event, the proxy form shall be deemed to be revoked.

23 August 2019

CONTENTS

		Page
DEFINITIONS .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I	- FINANCIAL INFORMATION OF THE GROUP . . . . . . . .	I-1
APPENDIX II	- GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
APPENDIX III - LETTER FROM THE BOARD
	ON FINANCIAL BUDGET . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1
APPENDIX IV - LETTER FROM DELOITTE ON FINANCIAL
	BUDGET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	IV-1
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . .	EGM-1

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DEFINITIONS

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

''Amended Articles''	the amended articles to be adopted by Xinjiang GCL pursuant to
	the Share Purchase Agreement
''Announcement''	the Company's announcement dated 26 June 2019 in relation to
	the Disposal
''Board''	the board of Directors
''Business Day''	a day on which banks in China are open for general commercial
	business, other than a Saturday, Sunday or public holiday in
	China
''Closing''	closing of the Share Purchase Agreement, being a date within ten
	(10) Business Days after the fulfilment of waiver (as the case may
	be) of all the conditions precedent under the Share Purchase
	Agreement
''Closing Date''	the date of the Closing
''Company''	GCL-Poly Energy Holdings Limited (保利協鑫能源控股有限公
	司), a company incorporated in the Cayman Islands with limited
	liability whose shares are listed on the Main Board of the Stock
	Exchange
''connected persons''	has the same meaning ascribed to it under the Listing Rules
''Consideration''	consideration for the Sale Shares under the Share Purchase
	Agreement, being RMB2,490,849,900
''Director(s)''	the director(s) of the Company
''Disposal''	the transaction contemplated under the Share Purchase
	Agreement
''EGM''	the extraordinary general meeting of the Company to be
	convened to consider and, if thought fit, approve the Disposal
	and the entering into and performance of obligations under the
	Share Purchase Agreement
''GCL Energy	GCL Energy Engineering Co., Ltd.* (協鑫能源工程有限公司), a
Engineering''	company incorporated in the PRC and a wholly-owned
	subsidiary of GCL System Integration
''GCL Energy	the lease agreement dated 28 February 2019 between Suzhou
Engineering Lease	GCL Research as landlord and GCL Energy Engineering as
Agreement''	tenant in relation to the lease of 3/F S Zone Research Building

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DEFINITIONS

''GCL System	GCL System Integration Technology Co., Ltd.* (協鑫集成科技股
Integration''	份有限公司), a company incorporated in the PRC with its shares
	listed on the Small and Medium Enterprise Board of the
	Shenzhen Stock Exchange (stock code: 2506)
''GCL System	the lease agreement dated 28 February 2019 between Suzhou
Integration Lease	GCL Research as landlord and GCL System Integration
Agreement''	Technology (Suzhou) as tenant in relation to the lease of 5/F
	Headquarter
''GCL System	GCL System Integration Technology (Suzhou) Co., Ltd.* (協鑫
Integration	集成科技（蘇州）有限公司), a company incorporated in the PRC
Technology	and a wholly-owned subsidiary of GCL System Integration
(Suzhou)''
''GNE''	GCL New Energy Holdings Limited (協鑫新能源控股有限公司),
	a company incorporated in Bermuda with limited liability and
	the shares of which are listed on the Main Board of the Stock
	Exchange (stock code: 451)
''GNE Group''	GNE and its subsidiaries
''GP''	the general partners of the Purchaser, being Jiangsu Zhongke
	Yishang Investment Management Co., Ltd.* (江蘇中科易尚投資
	管理有限公司) and Shanghai Zhongping Guohao Assets
	Management Co., Ltd.* (上海中平國瑀資產管理有限公司)
''Group''	the Company and its subsidiaries
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''Hong Kong''	Hong Kong Special Administrative Region of the PRC
''Jiangsu Zhongneng''	Jiangsu Zhongneng Polysilicon Technology Development Co.,
	Ltd.* (江蘇中能硅業科技發展有限公司), a company incorporated
	in the PRC with limited liability and an indirect non-wholly
	owned subsidiary of the Company
''Latest Practicable	19 August 2019, being the latest practicable date prior to the
Date''	printing of this circular for ascertaining certain information in
	this circular
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange
''PRC''	the People's Republic of China, and for the purpose of this
	circular, excluding Hong Kong, Macau Special Administrative
	Region and Taiwan

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DEFINITIONS

''Purchaser''	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）), a limited partnership established under the laws
	of the PRC
''RMB''	Renminbi, the lawful currency of the PRC
''Sale Shares''	31.5% of the equity interests in Xinjiang GCL
''Share Purchase	the share purchase agreement dated 26 June 2019 entered into
Agreement''	between Jiangsu Zhongneng, the Purchaser and Xinjiang GCL in
	relation to the sale and purchase of the Sale Shares for the
	Consideration
''Shareholder(s)''	the shareholder(s) of the Company
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''subsidiaries''	has the same meaning ascribed to it under the Listing Rules
''Suzhou GCL	Suzhou GCL Industrial Applications Research Co., Ltd.* (蘇州
Research''	協鑫工業應用研究院有限公司), a company established in the
	PRC and an indirect wholly-owned subsidiary of the Company
''Target Company'' or	Xinjiang GCL New Energy Materials Technology Co., Limited*
''Xinjiang GCL''	(新疆協鑫新能源材料科技有限公司), a company incorporated in
	the PRC and an indirect non-wholly owned subsidiary of the
	Company
''Tianjin Zhonghuan''	Tianjin Zhonghuan Semiconductor Co., Ltd.* (天津中環半導體
	股份有限公司), a company incorporated in the PRC with limited
	liability with its shares listed on the Shenzhen Stock Exchange
	(stock code: 2129)
''Transaction	the Share Purchases Agreement, the Amended Articles and other
Documents''	documents related to the Disposal
''%''	per cent.

• For identification purposes only.

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