GCL-Poly Energy Hold : GCL-Poly Entered into a Framework Agreement with China Merchants New Energy, China Technology and Sinofield, with a View to Establishing the Best and the Most Professional Rooftop Solar Power System Operating Platform

Immediate Release 16 January 2012

GCL-Poly Entered into a Framework Agreement with China Merchants New Energy, China Technology and Sinofield, with a View to Establishing the Best and the Most Professional Rooftop Solar Power System Operating Platform

(16 January 2012, Hong Kong) GCL-Poly Energy Holdings Limited ("GCL-Poly", "the Group", stock code: 3800.HK) is pleased to announce GCL-Poly Investment Limited ("GCL-Poly Investment"), a wholly owned subsidiary of GCL-Poly, has entered into a framework agreement with China Merchants New Energy Group Limited ("China Merchants New Energy") , China Technology Development Group Corporation ("China Technology") and Sinofield Group Limited ("Sinofield" or "Target Company"), and pursuant to which, all parties agree to develop Sinofield into the best and the most professional rooftop solar power system operator.
Pursuant to the agreement, GCL-Poly Investment and China Merchants New Energy agree to invest in Sinofield, a wholly owned subsidiary of China Technology. In addition, China Technology and Sinofield agree to restructure and increase the share capital of Target Company. After its share capital increase and restructuring, the shareholding interests of China Merchants New Energy, China Technology and GCL-Poly Investment in Target Company will be approximately 55%, 25% and 20% respectively. The final shareholding proportion will be stated in the equity subscription agreement, but subject to completion of relevant due diligence process and the issuance of an independent appraisal report. Subsequent to the restructuring, Sinofield will file application to change its name to "China Merchants New Energy Holdings Company Limited".
China Merchants New Energy currently owns more than 180MW solar power system development and operating rights. After restructuring has been completed, Sinofield will develop, construct and operate rooftop solar plants in China with 500MW total installed capacity targeted in the next five years. China Merchants New Energy agrees that Sinofield shall be the only entity to invest in rooftop solar plants in China. All parties will jointly participate in the early stage development of the aforementioned solar plant projects. In particular, China Merchants New Energy and China Technology will be responsible for raising the project financing needed, and GCL-Poly Investment will be
responsible for providing Sinofield, after its restructuring has been completed, with EPC and system integration services for its solar plant projects in China. GCL-Poly Investment will offer Sinofield the most favorable terms under similar market conditions. A subsidiary of Sinofield which manufactures modules will supply photovoltaic modules to cooperative solar plant projects in China for all parties. This company will also register jointly with GCL-Poly Investment the trademarks of photovoltaic modules to be owned by both parties. GCL-Poly Investment agrees to include the photovoltaic modules produced by Sinofield into the procurement list for its global photovoltaic system integration, and Sinofield guarantees that the amount of wafer from GCL-Poly Investment to be consumed by them each year will not be less than the modules to be purchased by GCL-Poly from Sinofield.
Meanwhile, GCL-poly Investment and China Technology agree to jointly develop and operate solar plants in the U.S. GCL-Poly Investment will also assist China Technology to invest in operating or in construction stage solar plants in the U.S.
"We are very pleased to cooperate with China Merchants Group, a large state-owned enterprise to establish the best and the most professional operating platform for the solar power system business in China. Based on this agreement, GCL-Poly will be able to further increase the market demand for its polysilicon and wafer. Through partnership with strong strategic partners to expand into the system integration and PV rooftop solar power system business in Mainland China and the U.S., we are able to maximise shareholder value. We expect that this cooperation will bring the value of GCL-Poly to the China and U.S. markets, which have enormous business potential." Mr. Zhu Gongshan, Chairman of the Board of Directors of GCL-Poly, commented on the agreement.

About GCL-Poly Energy Holdings Limited (stock code: 3800.HK)

GCL-Poly Energy Holdings Limited is the world's leading polysilicon producer, the global largest wafer supplier and a top green energy enterprise in China. The product quality of the Group's polysilicon has reached electronic grade level since 2010, and the Group will ramp up the annual production capacity to 65,000 MT by mid-2012 or before. The Group's wafer production capacity achieved 6.5 GW at the end of July 2011. In addition to the 16 MW solar farms in operation in the U.S., the Group owns a 20 MW solar farm in Xuzhou, Jiangsu province, and a 10MW solar farm in Sangri County, the Tibet Autonomous Region, respectively. Moreover, the Group formally entered into the solar system integration business in Oct 2011, devoting itself to providing solar farm investors with a one-stop solar system solution: from project development, engineering, procurement, construction, financing to operation and management.
For more information about GCL-Poly, please visit the company's website at
www.gcl-poly.com.hk.

Press Enquiry: GCL-Poly Energy Holdings Limited:

Mr. Chau Tien Hsiang	Tel: [phone]	Email: [e-mail]
Mr. Joseph Chow	Tel: [phone]	Email: [e-mail]
Mr. Wang Manjian	Tel: [phone]	Email: [e-mail]
Ms. Jessy Fang	Tel: [phone]	Email: [e-mail]

Wonderful Sky Financial Group:

Mr. Hon Fung	Tel: [phone]	Email: [e-mail]
Ms. Echo Hu	Tel: [phone]	Email: [e-mail]
Ms. Jessie Bok	Tel: [phone]	Email: [e-mail]