MIRA INFORM REPORT

Report Date :

24.06.2011

IDENTIFICATION DETAILS

Name :	GCL-POLY ENERGY HOLDINGS LTD.

Registered Office :	Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1‑1111, Cayman Islands

Country :	Hong Kong

Date of Incorporation :	12.07.2006

Com. Reg. No.:	38086646

Legal Form :	Limited Company.

Line of Business :	Importer, Exporter and Wholesaler of Solar energy products, etc.

RATING & COMMENTS

MIRA’s Rating :

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Status :	Satisfactory
Payment Behaviour :	Regular
Litigation :	Clear

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – March 31^st, 2011

Country Name

Previous Rating

(31.12.2010)

Current Rating

(31.03.2011)

Hong Kong

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

Bottom of Form

Company name

GCL-POLY ENERGY HOLDINGS LTD.

Company ADDRESS

Unit 1703B-1706, Level 17, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong.

PHONE: 2526 8368

FAX: 2526 7638

E-MAIL: info@gcl-poly.com.hk

MANAGEMENT

Chairman & Chief Executive Officer: Mr. Zhu Gong Shan

SUMMARY

Incorporated in the Cayman Islands on: 12th July, 2006.

Registered in Hong Kong on: 12th July, 2007.

(Non-Hong Kong Company)

Organization: Limited Company. (Listed)

Capital: Authorised: HK$2,000,000,000.00

Issued & Paid Up: HK$1,548,040,226.80

Business Category: Importer, Exporter and Wholesaler.

Group Revenue: HK$18,471,924,000 (Year ended 31-12-2010)

Group Employees: Approx. 12,387. (As at 31-12-2010)

Main Dealing Banker: The Hongkong & Shanghai Banking Corp. Ltd., Hong Kong.

Banking Relation: Satisfactory.

Company ADDRESS

Registered Office:-

Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1‑1111, Cayman Islands.

Hong Kong Principal Place of Business:-

Unit 1703B-1706, Level 17, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong.

Principal Subsidiaries:-

The Power Group

· Baoying Xiexin Biomass Electric-Power Co. Ltd., China.

· Dongtai Suzhong Environmental Protection Co-generation Co. Ltd., China.

· Fengxian Xincheng Environmental Co-generation Co. Ltd., China.

· Fengxian Xinyuan Biological Environmental Heat & Power Co. Ltd., China.

· GCL-Poly Ltd., China.

· GCL-Poly Power Fuel Co. Ltd., China.

· Haimen Xinyuan Environmental Protection Co-generation Co. Ltd., China.

· Hugesuccess Investments Ltd., British Virgin Islands.

· Huzhou Golden Concord Environmental Protection Cogen-Power Co. Ltd., China.

· JiaXing Golden Concord Environmental Cogeneration Co. Ltd., China.

· Kunshan Xinyuan Environmental Protection Cogen-Power Co. Ltd., China.

· Lianyungang Xiexin Biomass Electric-Power Generation Co. Ltd., China.

· Lianyungang Xinneng Sludge Power Co. Ltd., China.

· Macro Pace Ltd., British Virgin Islands.

· Peixian Mine-site Environmental Cogen-Power Co. Ltd., China.

· Rudong Golden Concord Environmental Protection Cogen-Power Co. Ltd., China.

· Shanghai GCL-Poly Electricity Operating Management Co. Ltd., China.

· Suzhou Industrial Park Blue Sky Gas Cogen-Power Co. Ltd., China.

· Taicang Poly Xiexin Thermal Power Co. Ltd., China.

· Taicang Xiexin Refuse Incineration Power Co. Ltd., China.

· Tongxiang City Wu Town Xiexin Thermal Power Co. Ltd., China.

· Tongxiang Puyuan Xiexin Environmental Protection Cogeneration Co. Ltd., China.

· Wise Able Investments Ltd., British Virgin Islands.

· Xilingol Guotai Wind Power Generation Co. Ltd., China.

· Xuzhou Western Environmental Protection Co-generation Co. Ltd., China.

· Yangzhou Harbour Sludge Power Co. Ltd., China.

The Solar Group

· Changzhou GCL Photovoltaic Technology Co. Ltd., China.

· GCL (Nanjing) Solar Energy Technology Co. Ltd., China.

· GCL Solar Energy Inc., USA.

· GCL Solar Energy Technology Holdings Inc., Cayman Islands.

· GCL Solar Energy Technology Holdings Ltd., Hong Kong.

· GCL Solar Power (Hong Kong) Ltd., Hong Kong.

· GCL Technology Research Centre LLC, USA.

· GCL-Poly (Suzhou) New Energy Ltd., China.

· Jiangsu GCL Silicon Material Technology Development Co. Ltd., China.

· Jiangsu Zhongneng Polysilicon Technology Development Co. Ltd., China.

· Konca Solar Cell (H.K.) Co. Ltd., Hong Kong.

· Konca Solar Cell Co. Ltd., China.

· Suzhou GCL Photovoltaic Technology Co. Ltd., China.

· Taixing Zhongneng Far East Polysilicon Technology Development Co. Ltd., China.

· Xuzhou GCL Solar Energy Co. Ltd., China.

Associates:-

China Resources Golden Concord (Beijing) Co-generation Power Co. Ltd., China.

Funing Golden Concord Environmental Protection Co-generation Co. Ltd., China.

Jointly Controlled Entity:-

GCL-SR Solar Energy LLC, USA.

BUSINESS REGISTRATION NUMBER

38086646

COMPANY FILE NUMBER

F0015377

MANAGEMENT

Chairman & Chief Executive Officer: Mr. Zhu Gong Shan

Executive Director, Chief Financial Officer & Authorized Representative in Hong Kong: Mr. Tong Yee Ming

CAPITAL

(As at 16-06-2011)

Authorised Share Capital: HK$2,000,000,000.00 (Divided into 20,000,000,000 shares of HK$0.10 each)

Issued & Paid Up Capital: HK$1,548,040,226.80

SHAREHOLDERS

A public company whose shares are quoted on The Stock Exchange of Hong Kong Ltd.

DIRECTORS

(As per registry dated 12-07-2010)

Name (Nationality)	Address
BAI Xiaoqing	Room 305, Building 6, District 2, Sanlihe, Xicheng District, Beijing, China.
CHAU Kwok Man, Cliff	8-4-1503, First City, 19 Xidawanglu, Beijing, China.
Ho Chung Tai, Raymond	Flat C, 12/F., 27 Perth Street, Homantin, Kowloon, Hong Kong.
JI Jun	Flat 102, No. 12, 800 Lane, Jin Xiu Road, Pudong, Shanghai, China.
SHU Hua	Room 502, No. 5 Chuang, Zhong He Hua Yuan, Nantong, Jiangsu, China.
SHA Hong Qiu	Room 1701, No. 8, 383 Lane, Yu Shan Road, Pudong, Shanghai, China.
QIAN Zhi Xin	No. 63, Tang Xiang, Wuxi, Jiangsu Province, China.
SUN Wei	Flat B, 31/F., South Tower 2, 38 Bel-Air Avenue, Residence Bel-Air, Islands South, Pokfulam, Hong Kong.
TONG Yee Ming	House D40, Marina Cove, Sai Kung, New Territories, Hong Kong.
XUE Zhong Su	Room 701, Block B, 77 Fen Yang Road, Xuhui District, Shanghai, China.
YIP Tai Him	Flat D, 35/F., Block 9, Tierra Verde, Tsing Yi, New Territories, Hong Kong.
YU Bao Dong	Flat E, 20/F., Choi Tien Mansion, Taikoo Shing, Hong Kong.
ZHU Gong Shan	Flat 1115, Tower 1, Harbourview Horizon, 12 Hung Lok Road, Hunghom Bay, Kowloon, Hong Kong.
ZHU Yu Feng	Flat A, 48/F., Block 1, South Towers, Belair Phase 2, Cyber Port, Hong Kong.

SECRETARIES

(As per registry dated 12-07-2010)

Name	Address
CHAN Yuk Chun	Flat C, 21/F., Block 10, Charming Garden, Hoi Ting Road, Mongkok, Kowloon, Hong Kong.
Codan Trust Co. (Cayman) Ltd.	Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands.

Name

Address

CHAN Yuk Chun

Flat C, 21/F., Block 10, Charming Garden, Hoi Ting Road, Mongkok, Kowloon, Hong Kong.

Codan Trust Co. (Cayman) Ltd.

Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands.

HISTORY

The subject was incorporated in the Cayman Islands on 12th July, 2006 as an exempted company with limited liability. It has established a principal place of business in Hong Kong and was registered on 12th July, 2007 as an oversea company under Part XI of the Hong Kong Companies Ordinance. The subject has become a non-Hong Kong company since 14th December, 2007.

Formerly the subject’s principal place of business in Hong Kong was located at Suite 3601-3604, 36/F., Two Exchange Square, 8 Connaught Road Central, Hong Kong, moved to the present address with effect from 11th May, 2010.

Apart from these, neither material change nor amendment has been ever traced and noted.

OPERATIONS

Activities: Importer, Exporter and Wholesaler.

Lines: Solar energy products, etc.

Group Employees: Approx. 12,387. (As at 31-12-2010)

Commodities Imported: US, Europe, other Asian countries, etc.

Markets: China, Europe, US, etc.

Group Revenue:-

Not available (Year ended 31-12-2006)

HK$ 309,612,000 (Year ended 31-12-2007) – Restated

HK$ 3,947,539,000 (Year ended 31-12-2008) – Restated

HK$ 4,943,622,000 (Year ended 31-12-2009) – Restated

HK$18,471,924,000 (Year ended 31-12-2010)

Terms/Sales: L/C or as per contracted.

Terms/Buying: L/C, T/T, etc.

FINANCIAL INFORMATION

Authorised Share Capital: HK$2,000,000,000.00 (Divided into 20,000,000,000 shares of HK$0.10 each)

Issued & Paid Up Capital: HK$1,548,040,226.80

Group Net Profit/(Loss):-

(HK$ 2,512,000) (Year ended 31-12-2006) – Restated

(HK$ 49,920,000) (Year ended 31-12-2007) – Restated

HK$2,426,358,000 (Year ended 31-12-2008) – Restated

(HK$ 150,133,000) (Year ended 31-12-2009) – Restated

HK$4,388,049,000 (Year ended 31-12-2010)

Group Net Worth/(Deficit):-

HK$ 13,917,000 (As at 31-12-2006) – Restated

(HK$ 133,529,000) (As at 31-12-2007) – Restated

(HK$ 957,871,000) (As at 31-12-2008) – Restated

HK$11,615,250,000 (As at 31-12-2009) – Restated

HK$16,152,202,000 (As at 31-12-2010)

Profit or Loss: Group business was profitable in 2008 and 2010.

Condition: Keeping in an active state.

Facilities: Making active use of general banking facilities.

Payment: Met trade commitments as required.

Commercial Morality: Satisfactory.

Banker: The Hongkong & Shanghai Banking Corp. Ltd., Hong Kong.

Standing: Good.

GENERAL

GCL-Poly Energy Holdings Ltd. [GCL-Poly] is a listed firm in Hong Kong bearing Stock Code 3800. Its shares have been traded on The Stock Exchange of Hong Kong Ltd. since 13th November, 2007.

GCL-Poly is one of the leading polysilicon and wafer suppliers in the world, delivering high quality and low cost silicon products to the solar industry. GCL-Poly is also a top green energy supplier in China, providing power and heat in an efficient and environmentally friendly way via cogeneration, biomass, incineration, wind and solar.

The founder of the Group is a China businessman Mr. Zhu Gong Shan. The Group’s business can be divided into two large segments — Solar business and Power business.

Through the successful acquisition of Konca Solar, which is a leading wafer producer, and the effective implementation of predetermined business development strategies, GCL-Poly was able to further enhance its competitiveness and has assumed a leading position in terms of product quality, production cost and customer services, in addition to the rapid expansion of wafer production capacity. During the first half of 2010, GCL‑Poly produced 272 MW of wafers (including the volume produced by Konca Solar in the first quarter of 2010). Not only did GCL-Poly manage to fulfill its commitment to its long-term customers for the reliable supply of wafers, GCL-Poly also ramped up its wafer business to make it an important source of revenue and earnings for the Group.

The Group completed construction and commenced operation of the 20 MW solar farm in Xuzhou, Jiangsu by the end of 2009. This is the largest solar farm in China to date. GCL-Poly also entered into two acquisition agreements in June 2010 to invest in two roof-top solar projects in the United States with a total installed capacity of 9.7 MW. This represented the first step for GCL-Poly to expand into overseas solar farm projects.

As at 30th June, 2010, the Group (including its subsidiary and associated power plants) operated 21 power plants. These comprised 14 coal-fired cogeneration plants and comprehensive resource utilisation cogeneration plants, 2 gas-fired cogeneration plants, 2 biomass cogeneration plants, 1 solid waste incineration plant, 1 wind power plant and 1 solar farm with total installed capacity of 1,125.5 MW and steam extraction capacity of 2,239 tonne/h. Attributable installed capacity and attributable steam extraction capacity were 773.3 MW and 1,756.4 tonne/h, respectively.

For the solar business, the technical upgrade program for the polysilicon production facilities is on schedule and the Group is confident that the annual polysilicon production capacity will reach 21,000 MT by end of 2010. Its cost-down initiatives are progressing well and its average production cost reached US$33.1 per kilogram for the first half of 2010. The Group expects its polysilicon production cost to reach to the level that are very competitive against that of international incumbents by end of 2010.

Global solar installations accelerated in 2010, with the Group capitalising on its momentum from 2009 to extend its growth as one of the world’s leading polysilicon and wafer manufacturers.

The Group was very successful in ramping up its polysilicon production capacity from 18,000 MT by the end of 2009 to 21,000 MT by end of 2010 and achieved its in-house wafer production capacity of 3.5 GW by November 2010. During 2010, the Group achieved a remarkable financial performance as a result of the impressive growth of revenue and efficient low cost production in its solar business.

2010 was a record year for the Group with revenue amounted to HK$18,471.9 million, representing an increase of 274% compared with the revenue of HK$4,943.6 million for the year ended 31st December, 2009. The significant increase was mainly due to the surge in revenue contributed from solar business together with the consolidation of full year results of the power business. The Group’s net profit attributable to owners of GCL-Poly for 2010 was HK$4,023.6 million compared with a loss of HK$199.7 million in 2009.

On 30th March, 2010, the Group completed the acquisition of 70.19% of the equity interests in Konca Solar with a total cash consideration of approximately HK$971 million. Konca Solar principally engages in the research and development, production and sale of monocrystalline and multicrystalline ingots and wafers. Since its establishment, Konca Solar has enjoyed stable growth and is a highly-regarded industry-leader in terms of technology, quality and cost control measures. Following the successful completion of the acquisition of Konca Solar, the sales and net profit contribution from Konca Solar’s wafer business were consolidated into the Group since April 2010. The acquisition enabled the Group to enhance its wafer production capabilities and further vertically integrated its production processes by making use of self-produced polysilicon.

As at 30th December, 2010, the Group had approximately 12,387 employees in Hong Kong, the PRC and overseas.

On the whole, consider GCL-Poly good for normal business engagements.

REMARKS:

Brief personal profile of the principal directors:-

Mr. ZHU Gong Shan, aged 53, has been an Executive Director of GCL‑Poly since July 2006 and is the Chairman, Chief Executive Officer and a member of the Strategic Planning Committee of GCL-Poly. Mr. Zhu, the founder of the Group, and his family (including his son, Mr. Zhu Yu Feng, who is also a Director of GCL-Poly) are the beneficiaries of a trust which owns about 32.4% issued share capital of GCL-Poly at 31st December, 2010. He is currently a member of the Chinese People’s Political Consultative Conference of Jiangsu Province, the Deputy Chairman of China Fortune Foundation Ltd., the Co-Chairman of China Photovoltaic Industry Alliance, the Vice Chairman of the Cogeneration Professional Committee of the Chinese Society for Electrical Engineering, the Honorable Chairman of the 4th Board of Directors of Nanjing University, the Vice Director-general of Jiangsu Foundation for the Wellbeing of the Youth, the Honorable Chairman of Jiangsu Residents Association in Hong Kong, the Honorable Chairman of Jiangsu Yancheng Residents Association in Hong Kong, the Chairman of Hong Kong Yancheng Chamber of Commerce Ltd., the Honorable Chairman of Jiangsu Chamber of Commerce in Guangdong, the Honorable Chairman of Xuzhou Chamber of Commerce in Shenzhen, the Vice President of Chinese Renewable Energy Industries Association, a member of Chinese Entrepreneur Club on Renewable Energy and American Council on Renewable Energy, the Vice Director of The Prince’s Charities Foundation, and the Honorable Chairman of Africa Food Fund. Mr. Zhu has been awarded an Honorable Citizen of Texas of United States, an Honorable Citizen of Taicang, Jiangsu Province of the PRC, an Honorable Citizen of Xuzhou, Jiangsu Province of the PRC and an Honorable Citizen of Xilinheote, Inner Mongolia of the PRC. Mr. Zhu majored in electrical automation and holds a degree of Doctor of Philosophy in Business Administration.

Mr. TONG Yee Ming, aged 58, has been an Executive Director of GCL-Poly since July 2008 and is the Chief Financial Officer of GCL-Poly. He is an associate member of the Hong Kong Institute of Certified Public Accountants and the Chartered Institute of Cost and Management Accountants of United Kingdom. He obtained a Bachelor of Arts degree in Business Administration from University of Washington in 1979. In 1980, Mr. Tong obtained a Master of Business Administration degree from Oregon State University. Mr. Tong has broad financial management and accounting experience and had also acted as the chief financial officer and finance director for a number of companies, including listed companies in Hong Kong.

Court Cases: None per our.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.44.93
UK Pound	1	Rs.72.09
Euro	1	Rs.64.21

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
----	NB	New Business	----

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

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