GCL Poly Energy : Circulars - Proposals for General Mandates to Issue and Buy Back Shares, Re-election of Retiring Directors and Notice of Annual General Meeting

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 you should take, you should consult an exchange participant or other securities dealer licensed as a licensed person under the Securities and Futures Ordinance, 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, exchange participant 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)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used on this cover page shall have the same meanings as those defined in the section headed "Definitions" of this circular.

A notice convening the annual general meeting of GCL-Poly Energy Holdings Limited (the "Company") to be held at Centenary Room III, G/F., Marco Polo Hongkong Hotel, 3 Canton Road, Tsimshatsui, Kowloon, Hong Kong on Wednesday, 12 June 2019 at 11:00 a.m. is set out on pages 16 to 20 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 22/F., Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

29 April 2019

		CONTENTS
			Page
Definitions .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction .		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandates to Issue Shares and to Buy Back Shares. . . . . . . . . . . . . . . . . . . .			4
Explanatory Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			4
Re-election of Retiring Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			4
Annual	General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		5
Responsibility Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			5
Recommendations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			5
Additional Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			6
Appendix I	-	Explanatory Statement on Buy-back Mandate . . . . . . . . . . . . . . . .	7
Appendix II	-	Details of Retiring Directors Proposed to be Re-elected.. . . . . . . . .	11
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			16

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DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be convened
	and held at Centenary Room III, G/F., Marco Polo
	Hongkong Hotel, 3 Canton Road, Tsimshatsui, Kowloon,
	Hong Kong on Wednesday, 12 June 2019 at 11:00 a.m., or
	where the context so admits, any adjournment thereof
"Articles of Association"	the articles of association of the Company, as amended
	from time to time
"associates"	has the meaning ascribed to it in the Listing Rules
"Board"	the board of Directors of the Company
"Buy-back Mandate"	the general unconditional mandate proposed to be granted
	to the Directors at the AGM to buy back such number of
	issued and fully paid Shares not exceeding 10% of the
	number of issued shares of the Company as at the date of
	passing of the relevant resolution granting such mandate
"Company"	GCL-Poly Energy Holdings Limited, a company
	incorporated in the Cayman Islands with limited liability,
	the Shares of which are listed on the main board of the
	Stock Exchange
"Director(s)"	director(s) of the Company
"GNE"	GCL New Energy Holdings Limited, a company
	incorporated in Bermuda with limited liability being a
	subsidiary of the Company with its shares listed on the
	Stock Exchange with stock code: 451
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China

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	DEFINITIONS
"Issue Mandate"	a general unconditional mandate proposed to be granted to
	the Directors at the AGM to allot, issue and deal with
	Shares not exceeding 20% of the aggregate number of
	Shares in issue at the date of passing of the relevant
	resolution granting such mandate
"Latest Practicable Date"	24 April 2019, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining
	certain information contained in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"PRC"	the People's Republic of China, but for the purposes of this
	circular, excludes Hong Kong and Macau Special
	Administrative Region of the PRC
"SFO"	Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)
"Share(s)"	ordinary share(s) with nominal value of HK$0.10 each in
	the share capital of the Company
"Shareholder(s)"	holder(s) of the Shares
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	The Codes on Takeovers and Mergers and Share Buy-backs
"HK$" and "cents"	Hong Kong dollars and cents, the lawful currency of Hong
	Kong
"%"	per cent.

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LETTER FROM THE BOARD

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)

Executive Directors:	Registered Office:
ZHU Gongshan (Chairman)	Cricket Square, Hutchins Drive
ZHU Zhanjun (CEO)	P.O. Box 2681
ZHU Yufeng	Grand Cayman KY1-1111
SUN Wei	Cayman Islands
YEUNG Man Chung, Charles (CFO & Company Secretary)
JIANG Wenwu	Principal Place of Business
ZHENG Xiongjiu	in Hong Kong:
	Units 1703B-1706, Level 17
Independent Non-Executive Directors:	International Commerce Centre
HO Chung Tai, Raymond	1 Austin Road West, Kowloon
YIP Tai Him	Hong Kong
SHEN Wenzhong
WONG Man Chung, Francis
	29 April 2019
To the Shareholders
Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of (i) the proposed Issue Mandate and the Buy-back Mandate and the extension of the Issue Mandate; and (ii) the reelection of retiring Directors, and to seek your approval at the AGM in connection with, inter alia, such matters.

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