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

43633-01A 1..4

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:

1. it has resolved to cancel the Remaining Outstanding Options in respect of 10,273,134 Shares previously granted to the Eligible Existing Grantees subject to each of their respective consent; and

   
   

2. on 29 March 2016, the Company offered to grant share options to Mr. Yeung Man Chung, Charles (an executive director and the Chief Financial Officer of the Company) to subscribe for 1,700,000 Shares and the Eligible Existing Grantees to subscribe for a total of 10,273,134 Shares, 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'').

We refer to the announcement of the Company dated 19 February 2016 (the ''19 February Announcement'') and 29 February 2016 (collectively the ''Announcements'') in relation to the cancellation and grant of share options. Capitalised terms used herein have the same meanings as those defined in the 19 February Announcement unless otherwise stated.

In the Announcements, the Company announced that, among other things, Outstanding Options to subscribe for a total of 110,587,267 Shares previously granted were resolved to be cancelled, subject to the Eligible Existing Grantees' consent and of these Outstanding Options, only Outstanding Options to

subscribe for 98,904,095 Shares were in fact cancelled. It was also announced that, on 19 February 2016, the Company offered to grant 112,287,267 New Options with an exercise price of HK$1.16 per Share to grantees (including directors and their associates), of which 98,904,095 New Options were accepted. Amongst the grantees who accepted the New Options, none of them were a director, chief executive or substantial shareholder of the Company, or any of their respective associate(s) (as defined in the Listing Rules).

CANCELLATION OF REMAINING OUTSTANDING OPTIONS

Subsequent to the cancellation of 98,904,095 Outstanding Options on 19 February 2016, as at the date of this announcement, the Eligible Existing Grantees who are qualified as eligible persons under the Share Option Scheme hold outstanding Old Options to subscribe for a total of 10,273,134 Shares (the ''Remaining Outstanding Options'').

As the exercise prices of the Remaining Outstanding Options (which are HK$3.296, HK$4.071 or HK$2.867 per Share, respectively) are comparatively high when compared with the recent market prices of the Shares, the Eligible Existing Grantees may be deterred from exercising the Remaining 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 Remaining 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 Remaining Outstanding Options. No compensation shall be payable to them for cancellation of the Remaining Outstanding Options.

GRANT OF SHARE OPTIONS

The Board further announces that on 29 March 2016, the Company offered to grant a total of 11,973,134 share options (the ''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 10,273,134 were offered to the Eligible Existing Grantees, subject to the acceptance of the Eligible Existing Grantees and their agreement to the cancellation of their Remaining Outstanding Options, under the Share Option Scheme. The Options shall entitle Mr. Yeung and the Eligible Existing Grantees to subscribe for a total of 11,973,134 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 : 29 March 2016 (''Date of Grant'')

Exercise price of Options granted

: HK$1.324 per Share, which represents the highest of: (a) the closing price of HK$1.25 per Share as stated in the Stock Exchange's daily quotations sheet on the Date of Grant; (b) the average closing price of HK$1.324 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 Options granted : 11,973,134

Closing price of the Shares on the Date of Grant

: HK$1.25 per Share

Validity period of the Options

: 10 years from 29 March 2016 to 28 March 2026

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

first year starting from 18 April 2016 and the subsequent years starting from the first, second, third and fourth anniversary dates of the Date of Grant, respectively.

Among the Options granted on 29 March 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 g ranted Options

Eligible Existing Grantee's relationship with the

Company

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

Total 9 , 668, 832

beneficiary of a family trust which is a controlling

shareholder of the Company) and an employee of the Company

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, 29 March 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.