China Green : Announcements and Notices - Grant of Share Options

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CHINA GREEN (HOLDINGS) LIMITED 中國綠色食品（控股）有限公司

(Incorporated in Bermuda with limited liability)

(Stock code: 904)

GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 17.06A of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange").

The board ("Board") of directors ("Directors") of China Green (Holdings) Limited ("Company", together with its subsidiaries, the "Group") announces that on 18 January 2018, the Board resolved to grant an aggregate of 694,228,507 share options (the "Share Options") to certain executive Directors and employees of the Group (the "Grantees") under the share option scheme adopted by the Company on 18 October 2013 (the "Scheme"). The Share Options shall, subject to acceptance of the Grantees, entitle the Grantees to subscribe for a total of 694,228,507 new ordinary shares of HK$0.01 each in the share capital of the Company (the "Shares"). Details of the Share Options granted are as follows:-

Date of grant ("Date of Grant")

• : 18 January 2018

  Exercise price of Share Options granted

• : HK$0.032 per Share (representing the highest of (i) the closing price of HK$0.032 per Share as stated in the Stock Exchange's daily quotations sheet on the Date of Grant; (ii) the average closing price of HK$0.0318 per Share as stated in the Stock Exchange's daily quotations sheets for the five business days immediately preceding the Date of Grant; and (iii) the nominal value of HK$0.01 per Share)

  Number of Share Options granted

• : 694,228,507 Share Options (each Share Option shall entitle the holder of the Share Option to subscribe for one Share)

  Closing price of the Shares on the

  Date of Grant

  Validity period of Share Options

• : HK$0.032 per Share

• : 18 January 2018 to 17 January 2028

  All unexercised Share Options shall lapse

  on 18 January 2028, or upon early

  termination of validity period pursuant to

  the terms of the Scheme

  The Share Options must be exercised for a

  board lot for dealings in the Shares on the

  Stock Exchange or an integral multiple

  thereof, except where the number of Shares

  in respect of which the Share Options

  remains unexercised is less than one board

  lot or where the Share Options are exercised

  in full

Among the 694,228,507 Share Options granted, an aggregate of 133,000,000 Share Options were granted to the following Directors, whereas an aggregate of 561,228,507 Share Options were granted to certain employees of the Group, details of which are as follows:

Name of GranteesPositions held with the CompanyNumber of Share Options grantedApproximate percentage to the issued share capital of the Company as at the date of this announcement

Mr. Sun Shao FengChairman, executive Director and Chief Executive Officer

68,000,000 0.98%Mr. Wang Jinhuo

Executive Director

65,000,000 0.94%The grant of such Share Options to the above Directors has been approved by the independent non-executive Directors in accordance with the Listing Rules and the rules governing the Scheme.

Save as disclosed above, none of the Grantees is a Director, chief executive or substantial shareholder of the Company, or an associate (as defined under the Listing Rules) of any of them.

By Order of the Board China Green (Holdings) Limited

Sun Shao Feng

Chairman

Hong Kong, 18 January 2018

As at the date of this announcement, the Board comprises two executive Directors, namely Mr. Sun Shao Feng (Chairman and Chief Executive Officer) and Mr. Wang Jinhuo; and three independent non-executive Directors, namely Mr. Wei Xiongwen, Mr. Hu Ji Rong and Ms. Yu Xiao Min.