Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement. GCL-Poly Energy Holdings Limited GCL New Energy Holdings Limited 保利協鑫能源控股有限公司 協鑫新能源控股有限公司 (Incorporated in the Cayman Islands (Incorporated in Bermuda with limited liability) with limited liability) (Stock code: 451) (Stock code: 3800) INSIDE INFORMATION PROPOSED NON-PUBLIC ISSUANCE OF GREEN BONDS BY SUZHOU GCL NEW ENERGY INVESTMENT COMPANY LIMITED This announcement is made by GCL-Poly Energy Holdings Limited 保利協鑫能源控股有限公司 (“GCL-Poly”) and GCL New Energy Holdings Limited 協鑫新能源控股有限公司 (“GNE”) pursuant to Rule 13.09 (2) (a) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Listing Rules”) and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) . We refer to the announcements of GNE dated 7 December 2016 and 27 February 2017 (the “Announcements”) in relation to the proposed non-public issuance of green bonds to not more than 200 qualifying investors in the maximum principal amount of RMB1,750,000,000 (equivalent to approximately HK$1,968,925,000) (the “Green Bonds”) by Suzhou GCL New Energy Investment Company Limited* (蘇州協鑫新能源投資有限公司) (the “Issuer”) , an indirect wholly-owned subsidiary of GNE. Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as used in the Announcements. GNE and GCL-Poly (which owns indirectly 62.28% issued shares of GNE) wish to provide their shareholders with an excerpt (the “Excerpt”) of the audited financial statements of the Issuer for the years ended 31 December 2014 and 2015 prepared by Grant Thornton International in accordance with the PRC Accounting Standards and the unaudited financial statements for the nine months ended 30 September 2016 prepared by the Issuer (the “Issuer’s Financials”) to be distributed to the qualifying investors of the Green Bonds. The Issuer’s Financials have not been reviewed or confirmed by the auditors of GNE and GCL-Poly. The Excerpt is set out in the appendix of this announcement. - 1 - The Issuer’s Financials may differ from the figures to be disclosed in the audited or unaudited consolidated financial statements to be published by GNE and GCL-Poly on an annual or semi-annual basis due to various uncertainties during the process of collection and collating of such data. The Issuer’s Financials does not constitute, nor should it be construed as, an offer or solicitation for the purchase or sale of any securities or financial instruments of GNE and GCL-Poly or any of their subsidiaries or associates. It does not and is not intended to provide any investment service or investment advice. GNE will announce further details in relation to the issuance of the Green Bonds as and when appropriate. Potential investors and shareholders of GNE and GCL-Poly should exercise caution when dealing with the securities of GNE and GCL-Poly. This announcement contains translations between Renminbi and Hong Kong dollar amounts at RMB1= HK$1.1251, being the exchange rate prevailing on 20 March 2017. The translations should not be taken as a representation that the Renminbi could actually be converted into Hong Kong dollars at that rate or at all. * All of the English titles or names of the PRC laws and regulations, as well as certain items contained in this announcement have been included for identification purpose only and may not necessarily be the official English translations of the corresponding Chinese titles or names. If there is any inconsistency between the English translations and the Chinese titles or names, the Chinese titles or names shall prevail. By order of the board of GCL-Poly By order of the board of GNE GCL-Poly Energy Holdings Limited GCL New Energy Holdings Limited 保利協鑫能源控股有限公司 協鑫新能源控股有限公司 Zhu Gongshan Zhu Yufeng Chairman Chairman Hong Kong, 20 March 2017 As at the date of this announcement, the board of GCL-Poly comprises Mr. Zhu Gongshan (Chairman) , Mr. Zhu Zhanjun, Mr. Ji Jun, Mr. Zhu Yufeng, Ms. Sun Wei, Mr. Yeung Man Chung, Charles, Mr. Jiang Wenwu and Mr. Zheng Xiongjiu as executive directors of GCL-Poly; Ir. Dr. Ho Chung Tai, Raymond, Mr. Yip Tai Him, Dr. Shen Wenzhong and Mr. Wong Man Chung, Francis as independent non-executive directors of GCL-Poly. As at the date of this announcement, the board of GNE comprises Mr. Zhu Yufeng (Chairman) , Mr. Sun Xingping, Ms. Hu Xiaoyan and Mr. Tong Wan Sze as executive directors of GNE; Ms. Sun Wei, Mr. Sha Hongqiu and Mr. Yeung Man Chung, Charles as non-executive directors of GNE; and Mr. Wang Bohua, Mr. Xu Songda, Mr. Lee Conway Kong Wai, Mr. Wang Yanguo and Dr. Chen Ying as independent non-executive directors of GNE. The Chinese text of the appendix to this announcement shall prevail over the English text for the purpose of interpretation. - 2 - Appendix Prospectus of the Non-public Issuance of Green Bonds of the Issuer in 2016 (Excerpt) Notice on Significant Matters I. The Issuer recorded total equities RMB1,141,552,400, RMB4,979,173,800 and RMB8,093,638,300 as of 31 December 2014, 31 December 2015 and 30 September 2016 respectively, including equity attributable to parent RMB1,027,175,900, RMB4,778,447,800 and RMB7,942,962,800 respectively. As of 31 December 2014, 31 December 2015 and 30 September 2016, the Issuer’s gearing ratio was 81.68%, 78.79% and 77.32% respectively (on consolidation basis) , or 44.79%, 39.82% and 25.74% respectively (on individual basis) . In the accounting year of 2014 and 2015, and the period of January-September 2016, the Issuer recorded net operating cash flow RMB162,241,700, RMB99,232,400 and RMB368,670,600 respectively (on consolidation basis) . In the recent two accounting years, the Issuer recorded average annual distributable profit of RMB171,359,900 and no less than 1.5 times the interest income of Green Bonds for one year could be expected. II. Market interest rate is subject to fluctuations under the influence of national economic operating conditions, national macroeconomic and financial policies, as well as international environment changes. As Green Bonds are at fixed interest rate and in a longer term, their investment value in their duration is subject to changes in the context of fluctuating market interest rate, therefore, the value of Green Bonds to be held by investors is of some uncertainties. III. Upon the non-public offering, the Issuer will actively seek to list and transfer the Green Bonds at Shenzhen Stock Exchange. Although these Green Bonds are highly qualified and reputed, the Issuer cannot guarantee their holders total freedom to trade the bonds in full, since the bond trading activity is affected by macroeconomic conditions, investors’ distribution, investors trading willingness and other factors; therefore, these Green Bonds are subject to liquidity risk. IV. Nanjing GCL New Energy Development Co., Ltd. (“Nanjing GCL”) provides unconditional irrevocable joint and several liability guarantees in full for these Green Bonds. Nanjing GCL is a shareholder of the Issuer, with good credit standing. According to Corporate Credit Report, Nanjing GCL’s guarantee balance in total was RMB1,303,044,500 as of 11 October 2016, accounting for 28.87% of its total equities as of 30 September 2016, and all its guarantees were internal guarantee. Taking in account the influence of these Green Bonds, Nanjing GCL’s cumulative guarantee amount will be changed to RMB3,053,044,500, accounting for 67.64% of its total equities as of 30 September 2016. If Nanjing GCL’s operating conditions, asset quality and payment ability have unfavorable changes in the duration of Green Bonds, then its ability to comply with the joint and several liability for payment of the bond capital and interest will also be under unfavorable influence, and thus investors will be subject to guarantee risk. - 3 - V. The resolution passed at the Bondholders Meeting under the Rules of Bondholders Meeting shall be equally binding on all bondholders (including those present and absent, those voting for or against the resolution or abstaining from voting, and those to whom Green Bonds will be transferred upon this resolution) . In the duration of Green Bonds, the effect of any valid resolution of Bondholders Meeting within the terms of reference shall precede the resolutions and claims made by any other body, including the Bond Trustee, in respect of the valid resolution. The bondholders who subscribe for, purchase or otherwise obtain these Green Bonds are deemed to agree with and accept the binding Rules of Bondholders Meeting prepared by the Issuer. VI. The Issuer and the Lead Underwriter signed the Bond Trusteeship Management Agreement, according to Article 4.9 which stipulated, “When the Issuer is expected to be unable to pay the debts, the Trustee should require the Issuer to make additional guarantee, or may lawfully assist with the bondholders in applying for property preservation with the statutory authority. The relevant costs of property preservation shall be borne by the Issuer. If the Issuer refuses to bear the costs, the relevant costs of property preservation shall be advanced by all bondholders, while the Issuer shall bear the corresponding default liability.” Investors should be fully aware of and carefully consider the future possibility that when the Issuer cannot repay the debts, the investors may need to advance the relevant costs of property preservation.