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 your 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, you should at once hand this circular, 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 the 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 AND CONNECTED TRANSACTION — DISPOSAL OF NON-SOLAR POWER BUSINESS INVOLVING VARIATION OF NON-COMPETITION UNDERTAKINGS AND AMENDMENT OF TERMS OF PROPOSED SETTLEMENT RE-ELECTION OF DIRECTOR AND PROPOSED REFRESHMENT OF THE SCHEME LIMIT Financial Adviser to the Company Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders Capitalised terms used on this cover page 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 9 to 60 of this circular and the letter from the Independent Board Committee is set out on page 61 of this circular. A letter of advice from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholdersissetoutonpages63to88ofthiscircular. A notice convening the EGM to be held at Diamond I, Level 3, The Ritz-Carlton, Hong Kong, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong on Thursday, 26 November 2015 at 10: 30 a.m. is set out on pages 110 to 112 of this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM should you so wish. 11 November 2015 CONTENTS Page Definitions ........................................................................ 1 Letter from the Board ............................................................. 9 Letter From the Independent Board Committee ..................................... 61 Letter From the Independent Financial Adviser ..................................... 63 Appendix I — Financial Information of the Group ............................... 89 Appendix II — General Information .............................................. 97 Notice of EGM .................................................................... 110 –i– DEFINITIONS Unless the context otherwise requires, the following terms in this circular shall have the meanings set out below: ‘‘14 September the announcement issued by the Company on 14 September 2015 Announcement’’ in relation to, among other things, the Proposed Disposal ‘‘2014 JSQ Valuation’’ a valuation of the fair value of the entire issued share capital of Jinshanqiao Holdco as at 31 May 2014 (excluding the value attributable to Generator No.1 and the 9% equity interest in Dongwu Holdco held by Jinshanqiao Holdco at the date of such valuation) as determined by the Valuer based on the market approach for the purposes of the Original Settlement ‘‘ 2015 JSQ Valuation’’ a valuation of the fair value of the entire issued share capital of Honour Faith as at 31 August 2015 (excluding any value attributable to Generator No.1 and Boilers No.1 and No.2, which have ceased operations) as determined by the Valuer based on the market approach for the purposes of the Revised Settlement ‘‘25 March the announcement of the Company dated 25 March 2015 in Announcement’’ relation to, among other things, the Deed of Settlement ‘‘Affiliate’’ in relation to the Seller means any holding company holding more than 50% of the issued shares in the Seller or any company in which the Seller holds more than 50% of its total issued shares ‘‘Amendment Deed’’ the deed of amendment of terms of settlement dated 8 November 2015 entered into between the Company and the Covenantors to amend the terms of the Deed of Settlement to provide for a cash compensation in the amount of the Settlement Sum to be paid to the Company in lieu of a transfer of all of the issued shares in Honour Faith ‘‘Articles’’ the articles of association of the Company ‘‘Board’’ the board of directors of the Company ‘‘CAGR’’ compound annual growth rate ‘‘Company’’ GCL-Poly Energy Holdings Limited, a company incorporated in the Cayman Islands with limited liability whose shares are listed on the Stock Exchange ‘‘Completion’’ completion of the Proposed Disposal in accordance with the Sale and Purchase Agreement –1– DEFINITIONS ‘‘Consideration’’ the total purchase price payable by the Purchaser to the Seller under the Sale and Purchase Agreement for the Proposed Disposal, being RMB3.2 billion ‘‘Covenantors’’ Mr. Zhu Gongshan, Mr. Zhu Yufeng and Highexcel Investments Limited ‘‘Deed of Settlement’’ the deed of agreement dated 25 March 2015 entered into between the Company and the Covenantors pursuant to which such parties conditionally agreed to settle the Possible Claims on the terms of such deed ‘‘Definitive Transfer a conditional transfer deed which, under the terms of the Deed of Deed’’ Settlement, is to be negotiated and, if the terms are agreed upon by the relevant parties thereto, entered into between the Company (and/or its designated subsidiary(ies) and Mr. Zhu Gongshan (and/or Mr. Zhu Yufeng, Highexcel and/or their respective associates) setting out the terms and conditions of the Proposed JSQ Acquisition ‘‘Deposit’’ a total amount of RMB160 million, which has been paid by the Purchaser to the Seller on 10 September 2015 as deposit and part paymentoftheConsideration ‘‘Desalted Water the agreement dated 29 September 2015 entered into between Supply Agreement’’ Jinshanqiao Holdco as the supplier and Jiangsu Zhongneng as the customer in relation to the supply of desalted water ‘‘Director(s) ’’ director(s) of the Company ‘‘Disposal Group’’ the Target, its subsidiaries and associated companies after completion of the Reorganisation ‘‘Dongwu Cogeneration a cogeneration plant located in Suzhou, Jiangsu Province, the Plant’’ PRC and wholly-owned by Dongwu Holdco ‘‘Dongwu Holdco’’ 蘇州東吳熱電有限公司 (Dongwu Cogeneration Plant Co. Ltd*), a company incorporated in the PRC and which directly owns the Dongwu Cogeneration Plant ‘‘EGM’’ the extraordinary general meeting to be held at Diamond I, Level 3, The Ritz-Carlton, Hong Kong, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong on Thursday, 26 November 2015 at 10: 30 a.m. ‘‘Enquiry’’ the enquiry made by the Stock Exchange on 22 August 2013 with the Company regarding the Undertakings –2– DEFINITIONS ‘‘Excluded Business’’ has the meaning ascribed to it in the section headed ‘‘Proposed variation of the Non-competition Deed’’ ‘‘Existing Scheme the Scheme Limit as approved by the Shareholders at the Limit’’ extraordinarygeneralmeetingoftheCompanyheldon21April 2011, being 200,000,000 Shares ‘‘Group’’ the Company and its subsidiaries ‘‘GW’’ Gigawatt ‘‘Guarantor’’ or 江蘇協鑫能源有限公司 (Jiangsu Golden Concord Energy Co., ‘‘Jiangsu GCL’’ Ltd.*), a company incorporated in the PRC being the holding company of the Purchaser and Jinshanqiao Holdco before the entire equity interest in Jinshanqiao Holdco was transferred to Honour Faith ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Hong Kong’’ Hong Kong Special Administrative Region of the PRC ‘‘Honour Faith’’ Honour Faith Group Limited, a company incorporated in the British Virgin Islands and indirectly wholly-owned by Mr. Zhu Gongshan. Honour Faith is the indirect beneficial owner of the entire equity interest in Jinshanqiao Holdco ‘‘IFRS’’ International Financial Reporting Standards ‘‘Independent Board a committee of the Board established for the purpose of advising Committee’’ the Independent Shareholders as to the fairness and reasonableness of the Sale and Purchase Agreement and the transactions contemplated thereunder and the Restated NCD, comprising all the independent non-executive Directors who are independent of the said transactions ‘‘Independent Financial Platinum Securities Company Limited, a licensed corporation Adviser’’ under the SFO to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, being the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the Sale and Purchase Agreement and the transactions contemplated thereunder and the Restated NCD ‘‘Independent Shareholders of the Company other than Mr. Zhu Gongshan, Shareholders’’ Mr.