GCL Poly Energy : Announcements and Notices - Cancellation and Grant of Share Options

e_A150534 1..3

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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)

CANCELLATION AND GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 17.06A of the Listing Rules. The Board wishes to announce that it has resolved:

1. to cancel the Outstanding Options in respect of 110,587,267 Shares previously granted to the Eligible Existing Grantees subject to each of their respective consent; and

   
   

2. on 19 February 2016, the Company offered to grant the share options to an executive director to subscribe for 1,700,000 Shares and the Eligible Existing Grantees to subscribe for a total of 110,587,267 Shares of the Company, subject to the acceptance by the Eligible Existing Grantees and their agreement to the cancellation of their Outstanding Options, under the Share Option Scheme.

This announcement is made by GCL-Poly Energy Holdings Limited (the ''Company'', together with its subsidiaries the ''Group'') pursuant to Rule 17.06A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules'').

CANCELLATION OF CERTAIN OUTSTANDING OPTIONS

We refer to the share option scheme of the Company adopted on 22 October 2007 (the ''Share Option Scheme''), the purpose of which, among other things, is to provide the eligible persons incentives or reward for their contribution to the Group. The Company had previously granted share options to certain eligible persons to subscribe for, including but not limited to, 25,000,000, 108,100,000 and 77,600,000, ordinary shares of HK$0.10 each (''Shares'') in the issued share capital of the Company at an exercise price of HK$3.32, HK$4.10 and HK$2.888, per Share, respectively (together, the ''Old Options''). Further details of the granting of Old Options was set out in the Company's announcements dated 12 January 2011, 15 July 2011 and 24 March 2014. Pursuant to the terms of the Share Option Scheme, adjustments were made to the exercise price and the number of Shares that can be subscribed for under the outstanding Share Options as a result of an rights issue of the Company on the basis of one rights share for every five Shares, details of the adjustments was disclosed in the announcement of the Company dated 26 January 2016. The adjustments, among other things, adjusted the exercise prices of HK$3.32, HK$4.10 and HK$2.888 per Share in respect of the Old Options to HK$3.296, HK$4.071 and HK$2.867 per Share, respectively. As at the

date of this announcement, the grantees who are still qualified as eligible persons under the Share Option Scheme (the ''Eligible Existing Grantees'') hold an outstanding Old Options to subscribe for a total of 110,587,267 Shares (the ''Outstanding Options'').

As the adjusted exercise prices of the Outstanding Options are comparatively high when compared with the recent market prices of the Shares, the Eligible Existing Grantees may be deterred from exercising the Outstanding Options. The board of directors of the Company (the ''Board'') considers that it is in the interests of both the Company and the Eligible Existing Grantees to cancel the Outstanding Options and offer to grant new share options to them subject to the irrevocable and unconditional agreement of each of these Eligible Existing Grantees to the cancellation of their respective Outstanding Options. No compensation shall be payable to them for cancellation of the Outstanding Options.

GRANT OF SHARE OPTIONS

The Board further announces that on 19 February 2016, the Company offered to grant a total of 112,287,267 share options (the ''New Options''), out of which 1,700,000 share options were offered to Mr. Yeung Man Chung, Charles (''Mr. Yeung'', an executive director and the Chief Financial Officer of the Company) and the remaining 110,587,267 were offered to the Eligible Existing Grantees, subject to the acceptance of the Eligible Existing Grantees and their agreement to the cancellation of their Outstanding Options, under the Share Option Scheme. The New Options shall entitle Mr. Yeung and the Eligible Existing Grantees to subscribe for a total of 112,287,267 ordinary shares of HK$0.10 each in the capital of the Company. A summary of such grant is set out below:

Date of grant : 19 February 2016 (''Date of Grant'')

Exercise price of New Options granted

: HK$1.16 per Share, which represents the highest of: (a) the closing price of HK$1.16 per Share as stated in the Stock Exchange's daily quotations sheet on the Date of Grant; (b) the average closing price of HK$1.05 per Share as stated in the Stock Exchange's daily quotations sheets for the five trading days immediately preceding the Date of Grant; and (c) the nominal value of the Shares of HK$0.10.

Number of New

Options granted

: 112,287,267

Closing price of the Shares on the Date of Grant

: HK$1.16 per Share

Validity period of the New Options

: 10 years from 19 February 2016 to 18 February 2026

Vesting condition : Subject to a vesting scale in tranches of one-fifth per year with

the first year starting from 15 March 2016 and the subsequent years starting from the first, second, third and fourth anniversary dates of the Date of Grant, respectively.

Among the New Options granted on 19 February 2016, an option to subscribe for 1,700,000 Shares was granted to Mr. Yeung, an executive director and Chief Financial Officer of the Company and options to subscribe for an aggregate of 9,668,832 Shares were granted to the following directors/associates of directors of the Company, who were also Eligible Existing Grantees:

Name of Eligible Existing

Grantees

Number of Shares that the Eligible Existing Grantee is entitled to

subscribe under

the N ew Options

Eligible Existing Grantee's relationship

with the C ompany

Dr. Ho Chung Tai, Raymond 1,007,170 Independent Non-executive Director Mr. Yip Tai Him 1,007,170 Independent Non-executive Director

Mr. Shu Hua 1,712,189 Non-executive Director

Mr. Ji Jun 705,019 Executive Director

Mr. Zhu Yufeng 1,510,755 Executive Director and a beneficiary of a family trust which is a controlling

shareholder of the Company

Mr. Zhu Zhanjun 2,719,359 Executive Director

Mr. Zhu Qingsong 1,007,170 Associate of Mr. Zhu Gongshan (an executive director and a

beneficiary of a family trust which is a controlling shareholder of the

Company) and an employee of the Company

Total 9 ,668,832

Save as disclosed above, none of the Eligible Existing Grantees is a director, chief executive or substantial shareholder of the Company, or any of their respective associate(s) (as defined in the Listing Rules).

By order of the Board

GCL-Poly Energy Holdings Limited Zhu Gongshan

Chairman

Hong Kong, 19 February 2016

As at the date of this announcement, the Board comprises Mr. Zhu Gongshan (Chairman), Mr. Ji Jun, Mr. Zhu Yufeng, Mr. Yeung Man Chung, Charles and Mr. Zhu Zhanjun as executive directors; Mr. Shu Hua as a non-executive director; Ir. Dr. Raymond Ho Chung Tai, Mr. Yip Tai Him and Dr. Shen Wenzhong as independent non-executive directors.