GCL Poly Energy : Discloseable Transaction with Powerchina Group

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保利協鑫能源控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 3800)

TRANSACTION WITH POWERCHINA GROUP

We refer to the announcement of GNE (an indirect subsidiary of the Company) dated 26 May 2017 (the "GNE Announcement") in relation to its transactions with PowerChina Group. On 26 May 2017, GNE, through its subsidiaries, entered into the following agreements with PowerChina Group:

1. the Fenxi PC Agreement between Fenxi GCL (an indirect wholly-owned subsidiary of GNE) as principal and SinoHydro Bureau 10 (an indirect subsidiary of PowerChina) as contractor in relation to the Fenxi Project at an estimated consideration of RMB534,825,013.00 (equivalent to approximately HK$606,331,117.24);

2. the Fenxi GNE Guarantee between GNE and SinoHydro Bureau 10 in connection with the guarantee provided by GNE to SinoHydro Bureau 10 in respect of Fenxi GCL's obligations under the Fenxi PC Agreement;

3. the Fenxi Suzhou GCL Guarantee between Fenxi GCL, SinoHydro Bureau 10 and Suzhou GCL New Energy (an indirect wholly-owned subsidiary of GNE), under which Suzhou GCL New Energy agreed to provide guarantee to SinoHydro Bureau 10 in respect of Fenxi GCL's obligations under the Fenxi PC Agreement;

4. the Fenxi Equipment Purchase Agreement between SinoHydro Bureau 10 as customer, Nanjing GCL New Energy (an indirect wholly-owned subsidiary of GNE) as supplier and Fenxi GCL as principal in relation to the sale and purchase of certain photovoltaic power station equipment for the Fenxi Project at a consideration of RMB456,860,491.00 (equivalent to approximately HK$517,942,738.65);

5. the Shicheng PC Agreement between Shicheng GCL (an indirect wholly-owned subsidiary of GNE) as principal and SinoHydro Bureau 10 as contractor in relation to the Shicheng Project at an estimated consideration of RMB337,242,389.00 (equivalent to approximately HK$382,331,696.41);

6. the Shicheng GNE Guarantee between GNE and SinoHydro Bureau 10 in connection with the guarantee provided by GNE to SinoHydro Bureau 10 in respect of Shicheng GCL's obligations under the Shicheng PC Agreement;

7. the Shicheng Suzhou GCL Guarantee between Shicheng GCL, SinoHydro Bureau 10 and Suzhou GCL New Energy, under which Suzhou GCL New Energy agreed to provide guarantee to SinoHydro Bureau 10 in respect of Shicheng GCL's obligations under the Shicheng PC Agreement;

8. the Shicheng Equipment Purchase Agreement between SinoHydro Bureau 10 as customer, Nanjing GCL New Energy as supplier and Shicheng GCL as principal in relation to the sale and purchase of certain photovoltaic power station equipment for Shicheng Project at a consideration of RMB284,083,205.80 (equivalent to approximately HK$322,065,130.42);

9. the Ruicheng PC Agreement between Ruicheng GCL (an indirect wholly-owned subsidiary of GNE) as principal and SinoHydro Bureau 10 as contractor in relation to the Ruicheng Project at an estimated consideration of RMB551,358,650.00 (equivalent to approximately HK$625,075,301.51);

10. the Ruicheng GNE Guarantee between GNE and SinoHydro Bureau 10 in connection with the guarantee provided by GNE to SinoHydro Bureau 10 in respect of Ruicheng GCL's obligations under the Ruicheng PC Agreement;

11. the Ruicheng Suzhou GCL Guarantee between Ruicheng GCL, SinoHydro Bureau 10 and Suzhou GCL New Energy, under which Suzhou GCL New Energy agreed to provide guarantee to SinoHydro Bureau 10 in respect of Ruicheng GCL's obligations under the Ruicheng PC Agreement;

12. the Ruicheng Equipment Purchase Agreement between SinoHydro Bureau 10 as customer and Nanjing GCL New Energy as supplier and Ruicheng GCL as principal in relation to the sale and purchase of certain photovoltaic power station equipment for Ruicheng Project at a consideration of RMB119,299,964.80 (equivalent to approximately HK$135,250,370.09); and

13. the Ningxia Zhongwei EPC Agreement between Ningxia Zhongwei GCL (an indirect wholly-owned subsidiary of GNE) as principal and SinoHydro Bureau 10 as contractor in relation to the Ningxia Zhongwei Project at an estimated consideration of RMB48,429,500.00 (equivalent to approximately HK$54,904,524.15),

(together, the "EPC and Equipment Purchase Agreements").

In addition, GNE, through its subsidiaries, previously entered into the following agreements with PowerChina Group:

1. the Previous Yanbian PC Agreement dated 27 May 2016 between Yanbian GCL New Energy (an indirect wholly-owned subsidiary of GNE) as principal and SinoHydro Bureau 10 as contractor in relation to the Yanbian Project at a consideration of RMB196,156,584.72 (equivalent to approximately HK$222,382,720.10);

2. the Previous Yanbian Equipment Purchase Agreement dated 27 May 2016 between Nanjing GCL New Energy as supplier, SinoHydro Bureau 10 as customer and Yanbian GCL New Energy as principal for the supply of photovoltaic power station equipment including solar modules, frames, string converters, voltage converter and cables in relation to the Yanbian Project at a consideration of RMB182,230,142.00 (equivalent to approximately HK$206,594,311.99);

3. the Previous Ceheng Technical Services Agreement dated 2 June 2016 between Ceheng GCL (an indirect wholly-owned subsidiary of GNE) as principal and Guizhou Electric (an indirect subsidiary of PowerChina) as contractor in relation to the Ceheng 100MW Project at a consideration of RMB440,000.00 (equivalent to approximately HK$498,828.00);

4. the Previous Ceheng Design Services Agreement dated 25 June 2016 between Ceheng GCL as principal and Guizhou Electric as contractor in relation to the Ceheng 100MW Project at a consideration of RMB380,000.00 (equivalent to approximately HK$430,806.00);

5. the Previous Ruyang Technical Services Agreement dated 1 September 2016 between Ruyang GCL New Energy (an indirect wholly-owned subsidiary of GNE) as principal and Henan Electric (an indirect subsidiary of PowerChina) as contractor in relation to the Ruyang Project at a consideration of RMB350,000.00 (equivalent to approximately HK$396,795.00);

6. the Previous Anlong EPC Agreement dated 9 October 2016 between Mao'an New Energy (an indirect wholly-owned subsidiary of GNE) as principal and SinoHydro Bureau 10 as contractor in relation to the Anlong Project at a consideration of RMB4,006,495.00 (equivalent to approximately HK$4,542,163.38);

7. the Previous Ceheng EPC Agreement dated 11 October 2016 between Ceheng GCL as principal and SinoHydro Bureau 10 as contractor in relation to the Ceheng 90MW Project at a consideration of RMB48,188,905.00 (equivalent to approximately HK$54,631,761.60);

8. the Previous Qinghai General Agreement dated 22 December 2016 between Delingha Power (an indirect wholly-owned subsidiary of GNE) as principal and Qinghai Electric (an indirect subsidiary of PowerChina) as contractor in relation to the Qinghai Project at a consideration of RMB16,270.30 (equivalent to approximately HK$18,445.64);

9. the Previous Luodian Technical Services Agreement dated 19 January 2017 between Luodian GCL (an indirect wholly-owned subsidiary of GNE) as principal and Guizhou Electric as contractor in relation to the Luodian Project at a consideration of RMB300,000.00 (equivalent to approximately HK$340,110.00) or RMB360,000.00 (equivalent to approximately HK$408,132.00) subject to the progress of work;

10. the Previous Luodian Supplemental Agreement dated 6 March 2017 between Luodian GCL as principal and Guizhou Electric as contractor in relation to the Luodian Project at a consideration of RMB440,000.00 (equivalent to approximately HK$498,828.00);

11. the Previous Zhenping Technical Services Agreement dated 22 February 2017 between Zhenping GCL (an indirect wholly-owned subsidiary of GNE) as principal and Henan Electric as contractor in relation to the Zhenping Project at a consideration of RMB300,000.00 (equivalent to approximately HK$340,110.00); and

12. the Previous Weishan Technical and Design Services Agreement dated 20 March 2017 between Weishan GCL New Energy (an indirect wholly-owned subsidiary of GNE) as principal and Zhongnan Engineering (an indirect subsidiary of PowerChina) as contractor in relation to the Weishan Project at a consideration of RMB1,880,000.00 (equivalent to approximately HK$2,131,356.00),

(together, the "Previous Agreements"). LISTING RULES IMPLICATIONS

As none of the applicable percentage ratios in respect of the Previous Agreements (on their own or in aggregate) exceeded 5% for the Company, the entering into of the Previous Agreements did not constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

Further, as the Previous Agreements were entered into with PowerChina Group within a 12-month period prior to and inclusive of the date of the EPC and Equipment Purchase Agreements, the EPC and Equipment Purchase Agreements and the Previous Agreements will be aggregated as a series of transactions for the Company pursuant to Rule 14.22 of the Listing Rules.