GCL-Poly Acquires Jiangsu Zhongneng

GCL-Poly Energy Holdings Limited will acquire 100% equity interest in Jiangsu Zhongneng Polysilicon Technology Development Co. Ltd., one of the world’s leading suppliers of polysilicon and wafers for use in the solar industry, at a consideration of HK $26.35 billion [US $3.4 billion].

The consideration represents a valuation of approximately 10.4 times the audited consolidated net profit of RMB 2,233 million of GCL Solar for the year ended December 31, 2008. It will be satisfied by means of cash payment of US $200 million, issuance of a US $350 million secured note and issuance of 10,039,772,727 shares at HK $2.2 per share.

The acquisition of Jiangsu Zhongneng constitutes a very substantial acquisition and a connected transaction. It is subject to the approval by independent shareholders and the grant of whitewash waiver by the Securities and Futures Commission of Hong Kong.

Located in Xuzhou, Jiangsu province, GCL Solar’s annual polysilicon production capacity is expected to reach 18,000 metric-tons (MT) by the end of 2009. With further technical upgrade, it will further expand to 21,000 MT by the end of 2010, making GCL Solar one of the world’s largest polysilicon suppliers.

“GCL-Poly is a leading renewable energy supplier dedicated to providing green and clean power. The Group has extensive experience in constructing, operating and managing power plants. GCL Solar’s polysilicon production scale and cost advantages provides the Group with a strong driving force and a solid foundation in developing large-scale solar power plants in the future. Backed by strong government support, the future of the solar industry is promising and the Group is well-positioned to capitalize on these opportunities. I am very optimistic and have every confidence in the prospect of GCL-Poly,” said Zhu Gong Shan, chairman and executive director of GCL-Poly.

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