GCL Poly Energy : Announcements and Notices - Voluntary Announcement - Adoption of Share Award Scheme

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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)

VOLUNTARY ANNOUNCEMENT

ADOPTION OF SHARE AWARD SCHEME

The Board is pleased to announce that on 16 January 2017, it adopted the Scheme in which Eligible Persons will be entitled to participate. Pursuant to the Scheme Rules, existing Shares may be purchased by the Trustee from the market out of cash contributed by the Group and/or the Company may allot and issue new Shares to the Trustee pursuant to a Specific Mandate and such Shares would be held upon trust for the relevant Grantees until such Award Shares are vested in accordance with the Scheme Rules. The maximum number of Shares that can be held by the Trustee under the Scheme is limited to 2 per cent. of the issued share capital of the Company from time to time.

The purpose of the Scheme is, through the grant of Awards to certain Eligible Persons, to effectively attract, retain and incentivise core employees of the Group and align their interests and growth with the Group as a whole.

LISTING RULES IMPLICATIONS

The Scheme does not constitute a share option scheme falling within Chapter 17 of the Listing Rules and is a discretionary scheme of the Company. No Shareholders' approval is required for the adoption of the Scheme.

If the Committee selects a Director as a Grantee, the grant of an Award to the Director may constitute a connected transaction. However, on the basis that the grant of an Award to a Director will form part of the remuneration of the relevant Director under his service contract, such grant of the Award would be exempt from all the reporting, announcement and independent shareholders' approval requirements under rule 14A.73(6) of the Listing Rules.

The Board is pleased to announce that on 16 January 2017, the Company adopted the Scheme in which Eligible Persons will be entitled to participate and pursuant to which existing Shares may be purchased by the Trustee from the market out of cash contributed by the Group and/or the Company may allot and issue new Shares to the Trustee pursuant to a Specific Mandate and such Shares would be held upon trust for the relevant Grantees until such Award Shares are vested in accordance with the Scheme Rules.

SUMMARY OF THE SCHEME

The following is a summary of the principal terms and conditions of the Scheme.

Purpose and objectives

The purpose of the Scheme is, through the grant of Awards to certain Eligible Persons, to effectively attract, retain and incentivise core employees of the Group and align their interests and growth with the Group as a whole.

Administration

The Scheme shall be subject to the administration of the Board, the Committee and the Trustee in accordance with the Scheme Rules and the Trust Deed.

Maximum Limit

The maximum number of Shares that can be held by the Trustee under the Scheme is limited to 2 per cent. of the total number of issued Shares from time to time.

The maximum number of Award Shares which may be granted to a Grantee who is not a Director but unvested under the Scheme shall not exceed 0.1 per cent. of the total number of issued Shares from time to time.

The maximum number of Award Shares which may be granted to a Grantee who is a Director shall not, in aggregate, exceed 0.5 per cent. of the total number of issued Shares in any 12-month period.

Duration

Subject to any early termination as may be determined by the Board pursuant to the terms of the Scheme Rules, the Scheme shall be valid and effective for the period commencing on the Adoption Date until the later of (i) the 10th anniversary of the Adoption Date, and (ii) such date that all Awards outstanding are fully vested, settled, lapsed, forfeited or cancelled (as the case may be).

Operation

Grant of Awards

The Board may, from time to time, at its absolute discretion, select any Eligible Persons to participate in the Scheme as Grantees, subject to the terms and conditions set out in the Scheme Rules. In determining the Grantees, the Board shall take into consideration matters including, but without limitation, the present and expected contribution of the relevant Grantees to the Group. A Grantee may be granted an Award by the Company during the Award Period which will vest over a period of time and on such other conditions to be determined by the Board in its absolute discretion.

Subject to the restrictions set out in the section headed ''Restrictions'' below, the Company shall:

1. pay to the Trustee monies and may give directions or a recommendation to the Trustee to apply such monies and/or such other net amount of cash derived from Shares held as part of the Trust Fund to acquire Shares or instruct the Trustee to reallocate any Returned Shares; and/or

2. allot and issue new Shares to the Trustee pursuant to a Specific Mandate and in accordance with all applicable laws and regulations, including but not limited to the requirements of the Listing Rules and the Takeovers Code,

to satisfy any Award made or any expected or potential Award to be made under the Scheme.

Vesting and Lapse

The Board may from time to time while the Scheme is in force and subject to all applicable laws, determine such vesting criteria and conditions or periods for the Award to be vested thereunder. Pursuant to the provisions of the Scheme Rules and for the purpose of vesting the Award to the Grantees, the Board may at its absolute discretion to direct and procure the Trustee to either:

1. release the Award Shares to the Grantees by transferring the number of Award Shares to the Grantees in such manner as determined by the Board in its absolute discretion from time to time; or

2. sell the number of Award Shares within a stipulated time in accordance with the Scheme Rules and pay the Grantee the Actual Selling Price of the Shares in cash,

in each case as set out in a vesting notice sent to the relevant Grantee.

In the event that a Grantee ceases to be an Eligible Person at any time prior to the relevant vesting date by reason of: (i) resignation of the Grantee's employment, or (ii) retirement of the Grantee which is earlier than his/her normal retirement age as specified in his/her terms of employment with the Group, or (iii) termination of the Grantee's employment or contractual engagement with the Group by reason of redundancy, all unvested Awards made to the Grantee shall lapse and be forfeited immediately and all Award Shares vested (but not yet transferred to the Grantee) under the Award shall become immediately transferable to the Grantee.

In the event that a Grantee ceases to be an Eligible Person at any time prior to the relevant vesting date by reason of termination of the Grantee's employment or early termination of the contractual engagement with the Group by reasons of Culpable Termination or otherwise pursuant to law or employment or engagement contract, all unvested Awards made to the Grantee shall lapse and be forfeited immediately and all Award Shares vested (but not yet transferred to the Grantee) under the Award shall become Returned Shares.

In the event that a Grantee ceases to be an Eligible Person at any time prior to the relevant vesting date by reason of: (i) retirement of the Grantee at his/her normal retirement age as specified in his/her terms of employment with the Group, or (ii) winding-up of any member of the Group in which the Grantee is employed or is contractually engaged, or (iii) completion of the term of the Grantee's contract for provision of services, goods or otherwise with the Group pursuant to such contract terms, or (iv) completion of the term of the contract of the Grantee's engagement with the Group as contractual staff, all unvested Awards shall vest and become immediately transferable to the Grantee.

In the event that a Grantee ceases to be an Eligible Person at any time prior to the relevant vesting date by reason of death or loss of capacity of the Grantee, all unvested Awards shall vest immediately and be transferable to the legal personal representative of the Grantee.

If there occurs an event of change in control (as specified in the Takeovers Code from time to time) of the Company by way of merger or a privatisation of the Company by way of a scheme, or by way of offer to purchase the entire issued share capital of the Company, the Committee shall determine at its discretion whether the outstanding Award Shares shall vest in the relevant Grantee(s) and the time at which such outstanding Award Shares shall vest.

Restrictions

No Award shall be made to Grantees and no payments shall be made to the Trustees to purchase Shares and no directions or recommendations to acquire Shares shall be given to the Trustees under the Scheme and no new Shares shall be allotted and issued to the Trustee pursuant to a Specific Mandate, where any Director is in possession of unpublished inside information in relation to the Company or where dealings in the Shares by Directors are prohibited under any code or requirement of the Listing Rules and all applicable laws from time to time.

Voting Rights

For so long as the Trustee holds any of the Award Shares for the purpose of the Scheme under the Trust, the Trustee shall not exercise the voting rights in respect of any Shares held under the Trust (including but not limited to the Award Shares, any Returned Shares, any bonus Shares and any scrip Shares). Upon the Award Shares being transferred and released to the Grantee in accordance with the Scheme Rules, the Grantee shall be entitled to exercise all voting rights in respect of such Award Shares.