GCL Technology Holdings Limited — AGM Information 2021

Nov 3, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult an exchange participant or other securities dealer licensed as a licensed person under the Securities and Futures Ordinance, bank manager, solicitor, certified public accountant or other professional adviser.

If you have sold or transferred all your shares in GCL-Poly Energy Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, exchange participant or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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)

(1) GENERAL MANDATES TO ISSUE AND BUY BACK SHARES, (2) RE-ELECTION OF RETIRING DIRECTORS, (3) INCREASE IN AUTHORISED SHARE CAPITAL AND

(4) NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used on this cover page shall have the same meanings as those defined in the section headed ‘‘Definitions’’ of this circular.

A notice convening the annual general meeting of GCL-Poly Energy Holdings Limited (the ‘‘Company’’) to be held at Multifunctional Room of GCL Energy Centre, No. 28 Xinqing Road, Suzhou Industrial Park, Suzhou, Jiangsu, China on Thursday, 2 December 2021 at 2: 00 p.m. is set out on pages 17 to 21 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 54/F., Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

3 November 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

PRECAUTIONARY MEASURES AND SPECIAL ARRANGEMENT FOR THE AGM

Please see pages 1 to 2 of this circular for precautionary measures being taken to prevent and control the spread of COVID-19 at the AGM, including without limitation:

• . compulsory body temperature checks;

• . compulsory wearing of surgical face masks (please bring your own mask);

• . no refreshment will be served; and

• . no souvenirs will be distributed.

Any person who does not comply with the above precautionary measures may be denied entry into the AGM venue. The Company will require all attendees to wear surgical face masks before they are permitted to attend, and during their attendance of the AGM at all times, and reminds the Shareholders that they may appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

Seating at the Annual General Meeting venue will be arranged so as to allow for appropriate social distancing. As a result, there will be limited capacity for shareholders to attend the Annual General Meeting. The Company will limit attendance in person at the Annual General Meeting venue to 100 shareholders to ensure compliance with the applicable laws and regulations.

Shareholders who wish to attend the Annual General Meeting physically are requested to register their interest and provide the following details by visiting the designated URL (https://www2.tricoris.com/PR03800.aspx) during the period from 9: 00 a.m. on Thursday, 25 November 2021 to 5: 00 p.m. on Monday, 29 November 2021:

1. Full Name

2. Email Address

3. Contact Phone No.

CCASS Participants and their underlying clients are required to register their interest BOTH via CCASS and the above designated URL.

If more than 100 registrations are received from shareholders, balloting of the applications will be conducted. Shareholders who have been allocated the right of admission to the Annual General Meeting venue in person will be notified individually by email on Tuesday, 30 November 2021. No notification will be sent to those shareholders who are not successful in the balloting.

– i –

CONTENTS

	Page
Precautionary Measures and Special Arrangement for the AGM . . . . . . . . . . . . . . . . . . . . .	1
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
General Mandates to Issue Shares and to Buy Back Shares . . . . . . . . . . . . . . . . . . . .	6
Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Increase in Authorised Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I — Explanatory Statement on Buy-back Mandate . . . . . . . . . . . . . . . . . . . . .	9
Appendix II — Details of Retiring Directors Proposed to be Re-elected . . . . . . . . . . . .	12
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

– ii –

PRECAUTIONARY MEASURES AND SPECIAL ARRANGEMENT FOR THE AGM

In view of the ongoing COVID-19 epidemic and recent guidelines for prevention and control of its spread, the Company will implement the following precautionary measures at the AGM to protect the Shareholders, staff and other stakeholders who attend the AGM from the risk of infection:

• (i) compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendee. Any person with a body temperature of 37 degrees Celsius or higher may be denied entry into the AGM venue or be required to leave the AGM venue;

• (ii) the Company will require all attendees to wear surgical face masks before they are permitted to attend, and during their attendance of the AGM at all times, and to maintain a safe distance between seats (please bring your own mask);

• (iii) no refreshment will be served at the AGM; and

• (iv) no souvenirs will be distributed at the AGM.

Any person who does not comply with above requirements may be denied entry into the AGM venue or be required to leave the AGM venue. To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of other attendees at the AGM. In our case, denied entry to the AGM venue also means that person will not be allowed to attend the AGM.

In the interest of all stakeholders’ health and safety and in accordance with recent guidelines for prevention and control of the spread of COVID-19, the Company reminds all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, the Shareholders may complete the proxy forms and appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

The proxy forms were despatched to the Shareholders together with this circular, and can otherwise be downloaded from the websites of the Company at www.gcl-poly.com.hk or the Stock Exchange at www.hkexnews.hk. If you are not a registered Shareholder (i.e. if your Shares are held via banks, brokers, custodians or Hong Kong Securities Clearing Company Limited), you should consult directly with your banks, brokers or custodians (as the case may be) to assist you in the appointment of proxy.

Seating at the Annual General Meeting venue will be arranged so as to allow for appropriate social distancing. As a result, there will be limited capacity for shareholders to attend the Annual General Meeting. The Company will limit attendance in person at the Annual General Meeting venue to 100 shareholders to ensure compliance with the applicable laws and regulations.

– 1 –

PRECAUTIONARY MEASURES AND SPECIAL ARRANGEMENT FOR THE AGM

Shareholders who wish to attend the Annual General Meeting physically are requested to register their interest and provide the following details by visiting the designated URL (https://www2.tricoris.com/PR03800.aspx) during the period from 9: 00 a.m. on Thursday, 25 November 2021 to 5: 00 p.m. on Monday, 29 November 2021:

1. Full Name

2. Email Address

3. Contact Phone No.

CCASS Participants and their underlying clients are required to register their interest BOTH via CCASS and the above designated URL.

If more than 100 registrations are received from shareholders, balloting of the applications will be conducted. Shareholders who have been allocated the right of admission to the Annual General Meeting venue in person will be notified individually by email on Tuesday, 30 November 2021. No notification will be sent to those shareholders who are not successful in the balloting.

If you have any questions relating to the AGM, please contact the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, via the following:

Address : Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong Email : is-enquiries@hk.tricorglobal.com Telephone : +852 2980 1333 Fax : +852 2810 8185

Subject to the development of COVID-19, the Company may implement further precautionary measures and may issue further announcements on such measures as appropriate.

– 2 –

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context otherwise requires:

• ‘‘AGM’’ the annual general meeting of the Company to be convened and held at Multifunctional Room of GCL Energy Centre, No. 28 Xinqing Road, Suzhou Industrial Park, Suzhou, Jiangsu, China on Thursday, 2 December 2021 at 2: 00 p.m., or where the context so admits, any adjournment thereof

• ‘‘Articles of the articles of association of the Company, as amended from Association’’ time to time

• ‘‘associates’’ has the meaning ascribed to it in the Listing Rules

• ‘‘Board’’ the board of Directors of the Company

• ‘‘Buy-back Mandate’’ the general unconditional mandate proposed to be granted to the Directors at the AGM to buy back such number of issued and fully paid Shares not exceeding 10% of the number of issued shares of the Company as at the date of passing of the relevant resolution granting such mandate

• ‘‘Company’’ GCL-Poly Energy Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the main board of the Stock Exchange

• ‘‘Director(s)’’ director(s) of the Company

• ‘‘GNE’’ GCL New Energy Holdings Limited, a company incorporated in Bermuda with limited liability being a subsidiary of the Company with its shares listed on the Stock Exchange with stock code: 451

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Issue Mandate’’ a general unconditional mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with Shares not exceeding 20% of the aggregate number of Shares in issue at the date of passing of the relevant resolution granting such mandate

• ‘‘Latest Practicable 29 October 2021, being the latest practicable date prior to the Date’’ printing of this circular for the purpose of ascertaining certain information contained in this circular

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

– 3 –

DEFINITIONS

‘‘PRC’’

• the People’s Republic of China, but for the purposes of this circular, excludes Hong Kong and Macau Special Administrative Region of the PRC

‘‘SFO’’ Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

‘‘Share(s)’’ ordinary share(s) with nominal value of HK$0.10 each in the share capital of the Company

• ‘‘Shareholder(s)’’ holder(s) of the Shares

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Takeovers Code’’ The Codes on Takeovers and Mergers and Share Buy-backs ‘‘HK$’’ and ‘‘cents’’ Hong Kong dollars and cents, the lawful currency of Hong Kong ‘‘%’’ per cent.

– 4 –

LETTER FROM THE BOARD

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)

Executive Directors: ZHU Gongshan (Chairman) ZHU Zhanjun (CEO) ZHU Yufeng SUN Wei YEUNG Man Chung, Charles (CFO & Company Secretary) ZHENG Xiongjiu

Independent Non-Executive Directors: HO Chung Tai, Raymond YIP Tai Him SHEN Wenzhong WONG Man Chung, Francis

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

Principal Place of Business in Hong Kong: Units 1703B-1706, Level 17 International Commerce Centre 1 Austin Road West, Kowloon Hong Kong

3 November 2021

To the Shareholders

Dear Sir or Madam,

(1) GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES, (2) RE-ELECTION OF RETIRING DIRECTORS, (3) INCREASE IN AUTHORISED SHARE CAPITAL AND

(4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of (i) the proposed Issue Mandate and the Buy-back Mandate and the extension of the Issue Mandate; (ii) the re-election of retiring Directors and (iii) the increase in authorized share capital of the Company and to seek your approval at the AGM in connection with, inter alia, such matters.

– 5 –

LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE SHARES AND TO BUY BACK SHARES

At the last annual general meeting of the Company held on 17 June 2020 (‘‘2020 AGM’’), general mandates were given to the Directors (i) to allot, issue and otherwise deal with Shares; and (ii) to buy back Shares. Such mandates will lapse at the conclusion of the AGM.

At the AGM, an ordinary resolution will be proposed to give a fresh general mandate to the Directors to exercise the powers of the Company to buy back, for a term and in the terms as stated in the said ordinary resolution, Shares of the Company in and up to a maximum of 10% of the number of issued shares of the Company as at the date of passing such ordinary resolution.

In addition to the ordinary resolution regarding the Buy-back Mandate, two other ordinary resolutions will also be proposed at the AGM, one of which purports to grant to the Directors a general mandate to allot, issue and deal with additional Shares not exceeding 20% of the aggregate number of the Shares in issue as at the date of passing of such resolution. As at the Latest Practicable Date, the issued share capital of the Company comprised 25,062,422,448 Shares. On the basis of no further Shares will be issued or bought back by the Company prior to the AGM, the Company would be allowed to allot, issue and deal with additional Shares not exceeding 5,012,484,489 Shares, representing 20% of the aggregate number of the Shares in issue. Another ordinary resolution purports to extend the limit under the Issue Mandate if granted to the Directors by the number of Shares representing the number of Shares which may be bought back by the Company under the Buy-back Mandate.

EXPLANATORY STATEMENT

An explanatory statement, as required under the Listing Rules, providing the requisite information on the Buy-back Mandate, is set out in Appendix I to this circular.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with Articles 87(1) and (2) of the Articles of Association of the Company, the Directors retiring by rotation at the AGM namely, Mr. Zhu Gongshan, Mr. Zhu Yufeng, Ir. Dr. Ho Chung Tai, Raymond and Mr. Wong Man Chung, Francis, will offer themselves for re-election.

The Nomination Committee has considered the nomination of the retiring Directors in accordance with the Nomination Policy of the Company. Further, the Nomination Committee had also taken into account the respective contribution of Mr. Zhu Gongshan, Mr. Zhu Yufeng, Ir. Dr. Ho Chung Tai, Raymond and Mr. Wong Man Chung, Francis to the Board and their commitment to their role.

According to Code Provision A.4.3 of the Corporate Governance Code set out in Appendix 14 to the Listing Rules, the further appointment of any independent non-executive director who is serving for more than nine years should be subject to a

– 6 –

LETTER FROM THE BOARD

separate resolution to be approved by the shareholders. As Ir. Dr. Ho Chung Tai, Raymond has served the Company for more than nine years, his re-election at the AGM is subject to a separate resolution.

The nomination committee of the Company has reviewed and assessed the independence of Ir. Dr. Ho Chung Tai, Raymond and has formed the view that he has met the independence guidelines set out in Rule 3.13 of the Listing Rules, taking into account, among others, his ability to exercise independence of judgment in relation to the Company’s affairs by scrutinising and monitoring the operation of the Board during his tenure of office and his annual confirmation of independence to the Company.

The Board is satisfied that notwithstanding that Ir. Dr. Ho Chung Tai, Raymond has served the Company for more than nine years, his independence is not affected by his tenure with the Company and his professional knowledge and business experience will continue to offer valuable contribution to the Board, the Company and the Shareholders as a whole. Hence, the Board recommends Dr. Ho Chung Tai, Raymond to be re-elected at the AGM.

Biographical details of the retiring Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

INCREASE IN AUTHORISED SHARE CAPITAL

As at the Latest Practicable Date, the authorised share capital of the Company is HK$3,000,000,000 divided into 30,000,000,000 Shares of a nominal or par value of HK$0.10 each, of which 25,062,422,448 Shares have been allotted and issued and fully paid or credited as fully paid. In order to accommodate future expansion and growth of the Group, the Directors propose to increase the authorised share capital of the Company from HK$3,000,000,000 divided into 30,000,000,000 Shares of a par value of HK$0.10 each to HK$5,000,000,000 divided into 50,000,000,000 Shares of a par value of HK$0.10 each. As at the Latest Practicable Date, the Company has no present intention of issuing any part of such increased capital and does not have any equity fund raising plan.

ANNUAL GENERAL MEETING

Set out on pages 17 to 21 of this circular is a notice convening the AGM to consider and, if appropriate, to approve the ordinary resolutions relating to, among other things, the Issue Mandate, the Buy-back Mandate, the extension of the Issue Mandate, the re-election of retiring Directors and the increase in authorized share capital of the Company.

A form of proxy for use at the AGM is enclosed. If you are not able to attend at the AGM in person, you are requested to complete the form of proxy and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 54/F., Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

– 7 –

LETTER FROM THE BOARD

To the best of the Directors’ knowledge, information and belief, as at the Latest Practicable Date, no shareholder is required to abstain from voting on the resolutions to be proposed at the Annual General Meeting.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATIONS

The Board considers that the grant of the Issue Mandate, Buy-back Mandate, the extension of the Issue Mandate, the re-election of retiring Directors and increase in authorized share capital are all in the best interests of the Company and the Shareholders. Accordingly, the Board recommends the Shareholders to vote in favour of all the relevant resolutions to be proposed at the AGM.

ADDITIONAL INFORMATION

Your attention is also drawn to Appendices I and II of this circular.

Yours faithfully, For and on behalf of the Board of GCL-Poly Energy Holdings Limited 保利協鑫能源控股有限公司 ZHU Gongshan Chairman

– 8 –

APPENDIX I EXPLANATORY STATEMENT ON BUY-BACK MANDATE

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the Buy-back Mandate.

1. LISTING RULES RELATING TO THE BUY-BACK OF SHARES

The Listing Rules permit companies whose primary listings on the Stock Exchange to buy back their own shares on the Stock Exchange subject to certain restrictions, the most important of which are summarized below.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 25,062,422,448 fully paid-up Shares. On the basis of no further Shares will be issued or bought back by the Company prior to the AGM, the Company would be allowed under the Buy-back Mandate to buy back up to a maximum of 2,506,242,244 fully paid-up Shares, representing 10% of the number of Shares in issue at the Latest Practicable Date.

3. REASONS FOR SHARE BUY-BACK

The Directors believe that the Buy-back Mandate is in the best interests of the Company and the Shareholders. Such buy-backs may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets of the Company and/or its earnings per Share and will only be made when the Directors believe that such buy-back will benefit the Company and the Shareholders.

4. FUNDING OF SHARE BUY-BACK

Any buy-backs of Shares by the Company must be paid out of funds legally available for such purpose in accordance with the Articles of Association and the applicable laws and regulations of the Cayman Islands and the Listing Rules. The Company may not buyback its own Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

There may be a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited financial statements of the Company for the year ended 31 December 2020 in the event that the Buy-back Mandate is to be exercised in full at any time during the proposed buy-back period. However, the Directors do not propose to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

– 9 –

APPENDIX I

EXPLANATORY STATEMENT ON BUY-BACK MANDATE

5. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve calendar months immediately prior to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2020
October	0.485	0.325
November	0.810	0.335
December	1.640	0.760
2021
January	2.830	1.130
February	3.880	2.180
March	3.370	1.980

Trading in the shares of the Company has been suspended since 9: 00 a.m. on 1 April 2021 and up to the Latest Practicable Date.

6. UNDERTAKING OF THE DIRECTORS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates (as ascribed to it in the Listing Rules) have any present intention to sell any Shares to the Company under the Buy-back Mandate if the same is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Buy-back Mandate pursuant to the proposed resolution in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

7. CORE CONNECTED PERSON

No core connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Buy-back Mandate is approved by the Shareholders and exercised by the Board.

– 10 –

APPENDIX I

EXPLANATORY STATEMENT ON BUY-BACK MANDATE

8. TAKEOVERS CODE

If on exercise of the powers of buy-back pursuant to the Buy-back Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (within the meaning under the Takeovers Code) depending on the level of increase in the interest of the Shareholder(s), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, and to the best knowledge and belief of the Directors based on the register kept by the Company under Section 336 of the SFO, a discretionary trust with Credit Suisse Trust Limited as the trustee and Mr. Zhu Gongshan and his family (including Mr. Zhu Yufeng, a Director and the son of Mr. Zhu Gongshan) (‘‘Mr. Zhu’s family’’) as beneficiaries indirectly interested in 6,370,388,156 Shares in issue, representing 25.42% of the total issued Shares of the Company.

In the event that the Directors exercise the Buy-back Mandate in full and assuming that the interest in 6,370,388,156 Shares of the relevant parties as mentioned above remain unchanged, the interest of Mr. Zhu’s family would be increased to approximately 28.24% of the issued share capital of the Company and Mr. Zhu’s family is unlikely to oblige to make a mandatory offer as referred to above as a result of share repurchase under Rule 26 of the Takeovers Code.

Save as aforesaid, based on information known to date, the Directors are not aware of any consequences which may arise under the Takeovers Code even if the Buy-back Mandate was exercised in full.

Nevertheless, the Directors do not intend to exercise the Buy-back Mandate to such extent as would, in the circumstances, trigger any potential consequences under the Takeovers Code.

Any buy-back of Shares which result in the number of Shares held by the public being reduced to less than 25% of the Shares then in issue could only be implemented with the approval of the Stock Exchange to waive the Listing Rules requirements regarding the public shareholding. It is believed that a waiver of this provision would not normally be granted other than in certain exceptional circumstances.

9. SHARE BUY-BACKS MADE BY THE COMPANY

During the six months preceding the Latest Practicable Date, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company’s listed securities (whether on the Stock Exchange or otherwise).

– 11 –

APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

The following set out the details of the Directors who will retire and, being eligible, offer themselves for re-election at the AGM pursuant to the Articles of Association.

EXECUTIVE DIRECTORS

ZHU Gongshan (朱共山) (Chairman), aged 63, is the founder of the Company. He has been an Executive Director and the Chairman of the Company since July 2006. Mr. Zhu is also a member of the Strategy and Investment Committee of the Company.

Mr. Zhu Gongshan is currently a member of the 12th National Committee of the Chinese People’s Political Consultative Conference (the ‘‘CPPCC’’), a member of the 12th Jiangsu Province Committee of the CPPCC, the Chairman of Global Green Energy Industry Council, the chairman of Global Solar Council, the vice chairman of Global Innovation Centre, the vice president of the China Electricity Council. He concurrently serves as the executive chairman of ICC China Environment and Energy Committee, the vice chairman of China Overseas Chinese Entrepreneurs Association, the vice chairman of China Fortune Foundation Limited, the vice chairman of China Industrial Overseas Development & Planning Association, the vice president of Jiangsu Federation of Industry and Commerce, the honorary chairman of Jiangsu Residents Association in Hong Kong, an executive vice chairman of the Federation of HK Jiangsu Community Organisations. Mr. Zhu Gongshan has been given the ‘‘New China 70th New Energy Industry 10 Outstanding Contributors’’ award and the medals of ‘‘Chinese Enterprise Reform, Figure of Energy Revolution and Leading Energy Entrepreneur of 40 Years Reform and Opening’’. Mr. Zhu Gongshan graduated from Nanjing Electric Power College (南京電力專科學校) in July 1981 and obtained a diploma in electrical automation. Mr. Zhu Gongshan is also the director of GCL System Integration Technology Co., Ltd., a company with its shares listed on the Shenzhen Stock Exchange (Stock Code: 002506) and GCL Energy Technology Co., Ltd., a company with its shares listed on the Shenzhen Stock Exchange (Stock Code: 002015).

Mr. Zhu Gongshan has a service contract with the Company for an initial term of three years from 13 November 2007, which was renewed automatically upon expiry. The contract may be terminated by either party thereto giving to the other not less than three months’ prior notice in writing. The service contract was amended by a supplemental service contract dated 1 September 2009, pursuant to which Mr. Zhu Gongshan is entitled to receive an annual remuneration and discretionary bonus commencing from 1 September 2009. Mr. Zhu Gongshan is currently entitled to an annual remuneration of HK$4,000,000 together with a monthly housing allowance of HK$300,000 which was approved by the Remuneration Committee.

The remuneration of senior management to the Company is aimed at attracting, motivating and retaining high-calibre individuals in a competitive market. The Remuneration Committee will review Directors’ emoluments in accordance with this policy annually.

– 12 –

APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

As at the Latest Practicable Date, Mr. Zhu Gongshan and his family (including of Mr. Zhu Yufeng) are the beneficiaries of a trust (the ‘‘Zhu Family Trust’’) which is interested in 6,370,388,156 Shares within the meaning of Part XV of the SFO, represents approximately 25.42% of the issued shares of the Company. Mr. Zhu Gongshan is also interested in 1,905,978,301 shares of GCL New Energy Holdings Limited (‘‘GNE’’, being a subsidiary of the Company with its shares listed on the Hong Kong Stock Exchange Main Board with stock code: 451).

Mr. Zhu Gongshan is the father of Mr. Zhu Yufeng, an executive Director of the Company. Mr. Yeung Man Chung, Charles (an executive Director of the Company), is the vice president of Golden Concord Group, which is controlled by the Zhu Family Trust. Ms. Sun Wei (an executive Director of the Company) is the vice chairman of Golden Concord Holdings Limited, a company controlled by Mr. Zhu Gongshan. Save as disclosed in this paragraph and the paragraph above, Mr. Zhu Gongshan is not connected with any Directors, senior management, substantial or controlling shareholders of the Company. Save as disclosed above, Mr. Zhu Gongshan did not hold any directorships in other listed public companies in the last three years.

Save as disclosed above, there is no other information that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there is no other matter which needs to be brought to the attention of the shareholders of the Company in respect of the re-election of Mr. Zhu Gongshan.

ZHU Yufeng (朱鈺峰), aged 40, has been an Executive Director of the Company since September 2009 and is a member of the Remuneration Committee of the Company. Mr. Zhu is also a director of several subsidiaries of the Company. He graduated from George Brown College (Business Administration Faculty) in 2005. Mr. Zhu joined a subsidiary of the Company in 2006. He is responsible for human resources, administration and project tender of the Company. Mr. Zhu is also the chairman and an executive director of GCL New Energy Holdings Limited (‘‘GNE’’), a subsidiary of the Company with its shares listed on the Hong Kong Stock Exchange Main Board (Stock Code: 451). Mr. Zhu Yufeng is also the director of GCL Energy Technology Co. Ltd., a company with its shares listed on the Shenzhen Stock Exchange (Stock Code: 002015).

Mr. Zhu Yufeng entered into a service contract with the Company for an initial term of three years from 21 September 2009, which was renewed automatically upon expiry. The service contract may be terminated by either party thereto giving to the other not less than three months’ prior notice in writing. Mr. Zhu Yufeng is currently entitled to an annual remuneration of HK$2,000,000, which was approved by the Remuneration Committee without the involvement of Mr. Zhu Yufeng.

The remuneration of senior management of the Company is aimed at attracting, motivating and retaining high-calibre individuals in a competitive market. The Remuneration Committee will review Directors’ emoluments in accordance with this policy annually.

– 13 –

APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

Mr. Zhu Yufeng is the son of Mr. Zhu Gongshan, who is the Chairman of the Board and an executive Director, and a deemed controlling shareholder of the Company. Mr. Zhu Yufeng has been appointed as the vice chairman and president of Golden Concord Group since 3 June 2016 and 15 June 2019 respectively. Mr. Yeung Man Chung, Charles (an executive Director of the Company), is the vice president of Golden Concord Group which is controlled by the Zhu Family Trust. Ms. Sun Wei (an executive Director of the Company) is the vice chairman of Golden Concord Holdings Limited, which is controlled by Mr. Zhu Gongshan. Save as disclosed above and the interests in the Zhu Family Trust mentioned above, Mr. Zhu Yufeng is not connected with any directors, senior management, substantial or controlling shareholders of the Company. Save as disclosed above, he did not hold any other directorships in listed public companies in the last three years.

As at the Latest Practicable Date, Mr. Zhu Yufeng, through the Zhu Family Trust, is indirectly interested in 6,370,388,156 Shares within the meaning of Part XV of the SFO. Mr. Zhu Yufeng also has an interest in 1,510,755 underlying shares of the Company, which represents Mr. Zhu Yufeng’s entitlement to exercise options for 1,510,755 Shares in the Company. The share options were granted to him under the share option scheme of the Company. In addition, Mr. Zhu Yufeng is also interested in 1,905,978,301 shares of GNE and share options granted by GNE under which he is entitled to exercise for 3,523,100 shares of GNE.

Save as disclosed above, there is no other information that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there is no other matter which needs to be brought to the attention of the Shareholders in respect of the re-election of Mr. Zhu Yufeng.

INDEPENDENT NON-EXECUTIVE DIRECTOR

Ir. Dr. Ho Chung Tai, Raymond (何鍾泰), SBS, MBE, S.B.St.J., JP, aged 82, Dr. Ho has been an Independent Non-Executive Director of the Company since September 2007. He is the chairman of the Remuneration Committee, the Strategy and Investment Committee and the Corporate Governance Committee of the Company, and also a member of the Audit Committee and the Nomination Committee of the Company.

Dr. Ho has 58 years of experience in the fields of civil, structural, environmental and geotechnical engineering and direct project management of mega size engineering projects including 48 years in Hong Kong and 10 years in the United Kingdom. As Project Director, he had direct management responsibility for the HK$3.0 billion (cost at the time) project of Electrification and Modernisation of Kowloon-Canton Railway (East Rail line) from the mid-70’s till early 80’s; and also as Project Director for all the government-funded infrastructure works for Shatin New Town and Tseung Kwan O New Town from early 1982 till the end of 1993, as well as professionally responsible experience in the construction of tunnels, bridges, flyovers, roads, dockyards, wharves, jetties, hospitals, hotels, incinerators, high-rise commercial/residential buildings, slopes, reclamation, environmental studies and environmental protection projects.

– 14 –

APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

Dr. Ho is currently the Honourary Chairman and past Chairman of Guangdong Daya Bay Nuclear Power Station and Ling Ao Nuclear Power Station Nuclear Safety Consultative Committee and former professional advisor to The Ombudsman of Hong Kong (Architecture, Engineering and Surveying). He also participates in the promotion of innovation and technology such as Blockchain and Graphene. Dr. Ho also is currently an independent non-executive director of the following listed companies in Hong Kong, namely, Deson Development International Holdings Limited, Chinlink International Holdings Limited, AP Rentals Holdings Limited, Fu Shek Financial Holdings Limited and Superland Group Holdings Limited.

The Board has renewed Dr. Ho’s term of service for a term of three years, commencing from 13 November 2019. Dr. Ho is currently entitled to an annual director’s fee of HK$504,000 and had been reviewed and approved by the Board. The emoluments of Dr. Ho are determined with reference to his duties, time spent and the prevailing market conditions.

Dr. Ho is not connected with any directors, senior management, substantial or controlling shareholders of the Company. Save as disclosed above, he did not hold any other directorships in listed public companies in the last three years.

Dr. Ho, who has served the Board for more than nine years, confirmed that he has satisfied all factors set out in Rule 3.13 of the Listing Rules in assessing his independence. As at the Latest Practicable Date, Dr. Ho is interested in 1,007,170 underlying shares of the Company, which represents Dr. Ho’s entitlement to exercise options for 1,007,170 Shares in the Company. The share options were granted to him under the share option scheme of the Company.

Save as disclosed above, there is no other information that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there is no other matter which needs to be brought to the attention of the Shareholders in respect of the re-election of Dr. Ho.

WONG Man Chung, Francis (黃文宗), aged 56, has been an Independent Non-Executive Director of the Company since April 2016. He is a member of the Audit Committee and the Strategy and Investment Committee of the Company.

He is a Certified Public Accountant (Practising). Mr. Wong is a fellow member in respect of The Chartered Association of Certified Accountants, The Institute of Chartered Accountants in England and Wales, The Society of Chinese Accountants & Auditors and The Hong Kong Institute of Certified Public Accountants and a certified tax adviser of the Taxation Institute of Hong Kong. Previously, Mr. Wong has worked for KPMG, an international accounting firm for 6 years and the Compliance Department of Hong Kong Securities Clearing Company Limited for about 2 years. He has over 28 years of experience in auditing, taxation, corporate internal control & governance, acquisition & financial advisory, corporate restructuring & liquidation, family trust & wealth management.

– 15 –

APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

Mr. Wong is currently an independent non-executive director of China Oriental Group Company Limited, Digital China Holdings Limited, Wai Kee Holdings Limited, Integrated Waste Solutions Group Holdings Limited, Greenheart Group Limited, Hilong Holding Limited, Qeeka Home (Cayman) Inc., Shanghai Dongzheng Automotive Finance Co., Ltd. and Intellicentrics Global Holdings Ltd., the shares of all these companies are listed on the Main Board of the Stock Exchange of Hong Kong Limited. Mr. Wong holds a master’s degree in management from Guangzhou Jinan University (廣州暨南大學), the PRC.

The Board has renewed Mr. Wong’s term of service for a term of three years, commencing from 1 April 2019. Mr. Wong is currently entitled to an annual director’s fee of HK$280,000 and had been reviewed and approved by the Board. The emoluments of Mr. Wong are determined with reference to his duties, time spent and the prevailing market conditions.

Mr. Wong is not connected with any directors, senior management, substantial or controlling shareholders of the Company. Save as disclosed above, he did not hold any other directorships in listed public companies in the last three years.

As at the Latest Practicable Date, Mr. Wong does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclosed above, there is no other information that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there is no other matter which needs to be brought to the attention of the Shareholders in respect of the re-election of Mr. Wong.

– 16 –

NOTICE OF ANNUAL GENERAL MEETING

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)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an annual general meeting (the ‘‘Meeting’’) of GCL-Poly Energy Holdings Limited (the ‘‘Company’’) will be held at Multifunctional Room, GCL Energy Centre, No. 28 Xinqing Road, Suzhou Industrial Park, Suzhou, Jiangsu, China on Thursday, 2 December 2021 at 2: 00 p.m. to transact the following businesses:

1. To receive and consider the audited consolidated financial statements and the reports of the Directors and auditor (‘‘Auditor’’) for the financial year ended 31 December 2020.

2. To re-elect Mr. Zhu Gongshan as an executive director of the Company.

3. To re-elect Mr. Zhu Yufeng as an executive director of the Company.

4. To re-elect Ir. Dr. Ho Chung Tai, Raymond (who has served more than nine years) as an independent non-executive director of the Company.

5. To re-elect Mr. Wong Man Chung, Francis as an independent non-executive director of the Company.

6. To authorise the board (the ‘‘Board’’) of the directors to fix the remuneration of the directors.

7. To re-appoint Auditor and to authorise the directors to fix its remuneration.

8. As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

(A) ‘‘THAT:

• (a) The authorised share capital of the Company be increased from HK$3,000,000,000 divided into 30,000,000,000 shares of HK$0.10 each of the Company (the ‘‘Shares’’) to HK$5,000,000,000 divided into

– 17 –

NOTICE OF ANNUAL GENERAL MEETING

50,000,000,000 shares of HK$0.10 each by creation of an additional 20,000,000,000 unissued Shares, and such Shares shall rank pari passu in all respects with the existing Shares; and

• (b) any one or more of the Directors be and is/are hereby authorised for and on behalf of the Company to execute all such documents, instruments and agreements and to do all such acts or things deemed by him/her/them to be incidental to, ancillary to or in connection with the matters contemplated in and for completion of the Increase in Authorised Share Capital.’’

(B) ‘‘THAT:

• (a) subject to the following provisions of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of the Company (the ‘‘Shares’’), and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of the conversion rights attaching to any convertible securities issued by the Company; (iii) the exercise of warrants to subscribe for Shares; (iv) the exercise of options granted under any share option scheme or similar arrangement for the time being adopted by the Company; or (v) an issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles of Association of the Company; shall not exceed 20% of the aggregate number of shares of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution, ‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

– 18 –

NOTICE OF ANNUAL GENERAL MEETING

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable law of the Cayman Islands to be held; or

• (iii) the date on which such mandate is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

‘‘Rights Issue’’ means an offer of Shares or issue of options, warrants or other securities giving the right to subscribe for Shares, open for a period fixed by the Directors to the holders of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).’’

(C) ‘‘THAT:

• (a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back the Shares on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or those of any other recognised stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate number of Shares to be bought back by the Company pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the aggregate number of share of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (c) for the purpose of this resolution, ‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable law of the Cayman Islands to be held; or

– 19 –

NOTICE OF ANNUAL GENERAL MEETING

• (iii) the date on which such mandate is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.’’

• (D) ‘‘THAT conditional upon resolutions numbered 4(A) and 4(B) above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with additional shares and to make or grant offers, agreements, and options which might require the exercise of such powers pursuant to resolution numbered 4(A) above be and is hereby extended by the additional thereto of an amount representing the aggregate number of shares of the Company bought back by the Company under the authority granted pursuant to resolution numbered 4(B) above, provided that such amount shall not exceed 10% of the aggregate number of share of the Company in issue as at the date of passing the resolution.’’

By order of the Board GCL-Poly Energy Holdings Limited 保利協鑫能源控股有限公司 Zhu Gongshan Chairman

Hong Kong, 3 November 2021

Notes:

1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint one or, if he is the holder of two or more shares, more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.

2. In the case of joint holders of shares in the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), seniority being determined by the order in which names stand in the register of members.

3. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney or other person duly authorised, and must be deposited with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 54/F., Hopewell Centre, 183 Queen’s Road East, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time fixed for holding of the Meeting.

4. A circular containing, inter alia, details of the proposed general mandates to issue and buy back shares of the Company and information of the retiring Directors of the Company who are proposed to be re-elected at the Meeting, will be despatched to shareholders of the Company together with the 2020 Annual Report of the Company.

– 20 –

NOTICE OF ANNUAL GENERAL MEETING

1. For the purpose of ascertaining the shareholders’ rights of attending and voting at the meeting, the register of members of the Company will be closed from Monday, 29 November 2021 to Thursday, 2 December 2021, both days inclusive, during which period no transfer of shares shall be effected. In order to be entitled to attend and vote at the meeting, all transfers accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4: 30 p.m. on Friday, 26 November 2021. The Record date will be Thursday, 2 December 2021.

2. It is advised that all Shareholders, particularly Shareholder who are subject to quarantine in relation to Coronavirus Disease 2019 (COVID-19), that they may appoint any person or the chairman of the AGM as a proxy to vote on the resolution, instead of attending the AGM in person. The form of proxy can be downloaded from the website of the Company at www.gcl-poly.com.hk or HKEXnews at www.hkexnews.hk. In order to be valid, the form of proxy must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding of the Meeting.

3. In view of the ongoing COVID-19 epidemic and recent guidelines for prevention and control of its spread, the Company will implement the following precautionary measures at the AGM to protect the Shareholders, staff and other stakeholders who attend the AGM from the risk of infection:

4. (i) compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendee. Any person with a body temperature of 37 degrees Celsius or higher may be denied entry into the AGM venue or be required to leave the AGM venue;

5. (ii) the Company will require all attendees to wear surgical face masks before they are permitted to attend, and during their attendance of the AGM at all times, and to maintain a safe distance between seats (please bring your own mask);

6. (iii) no refreshment will be served at the AGM; and

7. (iv) no souvenirs will be distributed at the AGM.

As at the date of this notice, the Board comprises Mr. Zhu Gongshan (Chairman), Mr. Zhu Zhanjun, Mr. Zhu Yufeng, Ms. Sun Wei, Mr. Yeung Man Chung, Charles and Mr. Zheng Xiongjiu as executive Directors; Ir. Dr. Ho Chung Tai, Raymond, Mr. Yip Tai Him, Dr. Shen Wenzhong and Mr. Wong Man Chung, Francis as independent non-executive Directors.

– 21 –