GCL Poly Energy : Announcements and Notices - Discloseable Transaction

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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) DISCLOSEABLE TRANSACTION Financial Adviser to GCL-Poly Energy Holdings Limited THE ACQUISITION

The Board is pleased to announce that on 26 August 2016, the Company entered into the Agreement, pursuant to which the Company conditionally agreed to purchase (through one or more direct and/or indirect wholly-owned subsidiaries of the Company) and the Sellers conditionally agreed to sell, the Target Assets at a cash consideration of US$150,000,000 on a cash-free, debt-free basis; provided, however, that US$50,000,000 of the cash consideration will be funded into escrow accounts and distributed back to the Company if certain post-closing conditions are not satisfied.

On 21 April 2016, each of the Sellers and certain of their affiliates filed voluntary petitions for relief commencing cases under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court. The Sellers continue to operate their businesses as debtors-in-possession under sections 1107(a) and 1108 of the Bankruptcy Code. Pursuant to the Agreement, the Acquisition must, among other things, be approved by the United States Bankruptcy Court pursuant to sections 105, 363 and 365 and the other applicable provisions of the Bankruptcy Code. In connection with the United States Bankruptcy Court approval process, the provisions of the Bankruptcy Code require that other qualified bidders be given an opportunity to submit higher or otherwise better competing bids by a bid deadline which will be set by the United States Bankruptcy Court but is expected to be in October 2016. If no qualifying competing bids are submitted, the Agreement will be presented to the United States Bankruptcy Court for approval. If qualifying competing bids are submitted, an Auction will be conducted among the Company and such competing bidders, and the Sellers, in consultation with their key creditor groups, will select the highest or otherwise best bid as the winning bid at such Auction. The winning bid, which may or may not be the bid of the Company, will then be presented for approval to the United States Bankruptcy Court. Further announcement(s) will be made by the Company in relation to the outcome of the Auction process as and when appropriate.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, each of the Sellers and their beneficial owners are third parties independent of the Company and its connected persons.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios as defined under Rule 14.07 of the Listing Rules is more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements.

Shareholders and potential investors of the Company should be aware that as Closing of the Acquisition is subject to the satisfaction of a number of Conditions Precedents, including the outcome of the Auction, the Acquisition may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the shares of the Company.

The Board is pleased to announce that on 26 August 2016, the Company entered into the Agreement, pursuant to which the Company conditionally agreed to purchase (through one or more direct and/or indirect wholly-owned subsidiaries of the Company) and the Sellers conditionally agreed to sell, the Target Assets at a cash consideration of US$150,000,000 on a cash-free, debt-free basis; provided, however, that US$50,000,000 of the cash consideration will be funded into escrow accounts and distributed back to the Company if certain post-closing conditions are not satisfied.

On 21 April 2016, each of the Sellers and certain of their affiliates filed voluntary petitions for relief commencing cases under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court. The Sellers continue to operate their businesses as debtors-in-possession under sections 1107(a) and 1108 of the Bankruptcy Code. Pursuant to the Agreement, the Acquisition must, among other things, be approved by the United States Bankruptcy Court pursuant to sections 105, 363 and 365 and the other applicable provisions of the Bankruptcy Code. In connection with the United States Bankruptcy Court approval process, the provisions of the Bankruptcy Code require that other qualified bidders be given an opportunity to submit higher or otherwise better competing bids by a bid deadline which will be set by the United States Bankruptcy Court but is expected to be in October 2016. If no qualifying competing bids are submitted, the Agreement will be presented to the United States Bankruptcy Court for approval. If qualifying competing bids are submitted, an Auction will be conducted among the Company and such competing bidders, and the Sellers, in consultation with their key creditor groups, will select the highest or otherwise best bid as the winning bid at such Auction. The winning bid, which may or may not be the bid of the Company, will then be presented for approval to the United States Bankruptcy Court. Further announcement(s) will be made by the Company in relation to the outcome of the Auction process as and when appropriate.

1. THE AGREEMENT

The principal terms of the Agreement are set out below:

Date

26 August 2016

Parties

1. Purchaser: the Company (through one or more direct and/or indirect

   wholly-owned subsidiaries of the Company)

2. Seller 1: SunEdison Seller 2: SunEdison Products Singapore Seller 3: MEMC Pasadena Seller 4: Solaicx

   To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, each of the Sellers and their beneficial owners are third parties independent of the Company and its connected persons.

   Assets to be acquired

   Upon the terms and subject to the conditions under the Agreement and the Sale Order, at Closing, the Purchaser agrees to purchase and the Sellers agree to sell, convey, assign, transfer and deliver to the Purchaser the Target Assets.

   Target Assets

   The Target Assets to be acquired under the Acquisition consist of all of the Sellers' right, title and interest in, to and under, amongst others, the following, free and clear of all liens, claims and liabilities (other than the Assumed Liabilities):

3. the Assumed Contracts and Leases;

4. the equipment and personal property used or held for use primarily in connection with the Business and as specifically set out in the Agreement;

5. the intellectual property related to the Business as specifically set out in the Agreement;

6. all books of account, general, financial, accounting and personnel records, files, invoices, customers' and suppliers' lists, other distribution lists, billing records, sales and promotional literature, manuals and customer and supplier correspondence owned by the Sellers primarily relating to the Business; and

7. the Sellers' rights in respect of 6,630,000 common shares of SMP which are owned by Seller 2, representing approximately 65.25% of the outstanding shares of the capital stock of SMP (the "Target Equity") on an as-is, where-is basis,