GCL Technology Holdings Limited — Proxy Solicitation & Information Statement 2014

Sep 23, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional 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 the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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.

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) PROPOSED ADOPTION OF SHARE OPTION SCHEME BY GCL NEW ENERGY HOLDINGS LIMITED (2) RE-ELECTION OF RETIRING DIRECTOR AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting to be held at Centenary Room III, G/F., Macro Polo Hongkong Hotel, 3 Canton Road, Tsimshatsui, Kowloon, Hong Kong on Wednesday, 15 October 2014 at 11: 30 a.m. (‘‘Company EGM’’) is set out on pages 25–26 of this circular. Whether or not you intend to attend the Company EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, 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 fixed for holding the Company EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Company EGM should you so wish.

24 September 2014

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Company Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
The GNE Existing Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Adoption of GNE Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Company EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Documents Available for Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I — Principal Terms of the GNE Share Option Scheme . . . . . . . . . . . . . . . .	9
Appendix II — Details of Company Director proposed to be re-elected . . . . . . . . . . . .	23
Notice of Company EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25

– i –

DEFINITIONS

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

• ‘‘Adoption Date’’

• the date on which the last conditions to the GNE Share Option Scheme becoming effective as set out in paragraph 20 of Appendix I to this circular is fulfilled

• ‘‘Associate(s)’’ has the same meaning ascribed to it under the Listing Rules

• ‘‘Company’’

• GCL-Poly Energy Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Main Board of the Stock Exchange, with stock code 3800

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

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

• ‘‘Company EGM’’

• the extraordinary general meeting of the Company to be held at Centenary Room III, G/F., Macro Polo Hongkong Hotel, 3 Canton Road, Tsimshatsui, Kowloon, Hong Kong on Wednesday, 15 October 2014 at 11: 30 a.m.

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

• ‘‘Company Shareholder(s)’’

• holder(s) of the Company Share(s)

• ‘‘connected person(s)’’ has the same meaning ascribed to it under the Listing Rules

• ‘‘Eligible Person’’

• means any of the following categories of persons who may be invited by the GNE Board to take up Options under the GNE Share Option Scheme:

• (a) an Executive;

• (b) a director or proposed director (including an independent non-executive director) of any member of the GNE Group;

• (c) a direct or indirect shareholder of any member of the GNE Group;

• (d) a supplier of goods or services to any member of the GNE Group;

• (e) a customer, consultant, business or joint venture partner, franchisee, contractor, agent or representative of any member of the GNE Group;

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DEFINITIONS

• (f) a person or entity that provides design, research, development or other support or any advisory, consultancy, professional or other services to any member of the GNE Group; and

• (g) an Associate of any of the foregoing persons;

• ‘‘Employee’’ means any executive director of, manager of, or other employee holding an executive, managerial, supervisory or similar position in any member of the GNE Group

• ‘‘Executive’’ any proposed Employee, any full-time or part-time Employee, or a person for the time being seconded to work full-time or parttime for any member of the GNE Group

• ‘‘GNE’’ GCL New Energy Holdings Limited, a company incorporated in Bermuda with limited liability and the shares of which are listed on the Main Board of the Stock Exchange, with stock code 451. As at the Latest Practicable Date, the Company holds approximately 67.99% of the issued share capital of the GNE

• ‘‘GNE Board’’ the board of directors of GNE

• ‘‘GNE Existing the share option scheme adopted at the GNE Shareholders’ Scheme’’ meeting dated 23 February 2005

• ‘‘GNE Group’’ GNE and its Subsidiaries

• ‘‘GNE SGM’’ the special general meeting of GNE to be held at Centenary Room III, G/F., Macro Polo Hongkong Hotel, 3 Canton Road, Tsimshatsui, Kowloon, Hong Kong on Wednesday, 15 October 2014 at 10: 00 a.m.

• ‘‘GNE Share Option the share option scheme of GNE proposed to be approved at the Scheme’’ Company EGM, the principal terms of which are set out in Appendix I of this circular

• ‘‘GNE Shares’’ shares of nominal value of HK$0.01666. each in the share capital of GNE

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

• ‘‘HK$’’ Hong Kong dollar, the lawful currency of Hong Kong

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

– 2 –

DEFINITIONS

• ‘‘Latest Practicable 22 September 2014, being the latest practicable date prior to the Date’’ printing of this circular for ascertaining certain information in this circular

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

• ‘‘Offer Date’’ in respect of an offer of the grant of an Option, the date of the GNE Board approving the grant of such Option, which must be a Business Day (as defined in the Listing Rules)

• ‘‘Option(s)’’ option(s) to subscribe for GNE Shares pursuant to the GNE Share Option Scheme

• ‘‘Option Shares’’ GNE Shares to which any particular Option relates

• ‘‘SFO’’ The Securities and Future Ordinance (Chapter 571 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time)

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

• ‘‘subsidiary’’ or has the same meaning ascribed to it under the Listing Rules ‘‘subsidiaries’’

• ‘‘%’’ per cent.

– 3 –

LETTER FROM THE COMPANY 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: Mr. Zhu Gongshan Mr. Ji Jun Mr. Shu Hua Ms. Sun Wei Mr. Zhu Yufeng Mr. Yeung Man Chung, Charles

Independent Non-executive Directors:

Ir. Dr. Ho Chung Tai, Raymond Mr. Xue Zhongsu Mr. Yip Tai Him

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

Principal Place of Business in Hong Kong: Unit 1703B–1706, Level 17 International Commerce Centre 1 Austin Road West Kowloon Hong Kong 24 September 2014

To the Company Shareholders

Dear Sir/Madam,

(1) PROPOSED ADOPTION OF GNE SHARE OPTION SCHEME (2) RE-ELECTION OF RETIRING COMPANY DIRECTOR AND (3) NOTICE OF COMPANY EGM

1. INTRODUCTION

The purpose of this circular is to provide you with information on (i) the proposed adoption of the GNE Share Option Scheme; (ii) re-election of the retiring Company Director; and (iii) to give you the notice of the Company EGM at which resolutions will be proposed to consider and, if thought fit, to approve the adoption of the GNE Share Option Scheme and the re-election of the retiring Company Director.

– 4 –

LETTER FROM THE COMPANY BOARD

GNE is a non-wholly owned subsidiary of the Company, which currently holds 2,160,000,000 GNE Shares, representing approximately 67.99% of the issued shares of GNE.

2. THE GNE EXISTING SCHEME

Pursuant to an ordinary resolution passed by the GNE Shareholders at the annual general meeting on 23 February 2005, GNE adopted the GNE Existing Scheme. The GNE Existing Scheme would remain in force for a period of 10 years from the date of its adoption and will expire on 22 February 2015. No options have been granted under the GNE Existing Scheme since its adoption. GNE has not adopted any share option scheme other than the GNE Existing Scheme.

Upon expiration of the GNE Existing Scheme, no further options can be granted thereunder. However, the rules of the GNE Existing Scheme shall remain in full force and effect to the extent necessary to give effect to the exercise of options granted prior to its expiration or otherwise as may be required in accordance with the rules of the GNE Existing Scheme.

3. ADOPTION OF GNE SHARE OPTION SCHEME

In order to provide GNE with the flexibility of granting share options to the directors of GNE, employees and other persons as incentives or rewards for their contribution or potential contribution to the GNE Group, the Company Directors proposed to approve the adoption the GNE Share Option Scheme, the principal terms of which are set out in Appendix I of this circular.

Conditions of the adoption of the GNE Share Option Scheme

The adoption of the GNE Share Option Scheme is conditional upon (i) the approval of the adoption of the GNE Share Option Scheme by the GNE Shareholders at the GNE SGM to be held on 15 October 2014 to approve the adoption of the GNE Share Option Scheme; (ii) the passing of an ordinary resolution by the Company Shareholders at the Company EGM to approve the adoption of the GNE Share Option Scheme by GNE; and (iii) the Stock Exchange granting approval for the listing of, and permission to deal in, the GNE Shares which may be issued upon the exercise of the Options which may be granted under the GNE Share Option Scheme.

Listing and dealings

Based on the 3,176,948,262 GNE Shares in issue as at the Latest Practicable Date and assuming that there is no change in the issued share capital of GNE before the GNE SGM, the maximum number of GNE Shares that may be issued upon the exercise of the Options that may be granted under the GNE Share Option Scheme is 317,694,826 GNE Shares, being 10% of the issued share capital of GNE as at the date of the adoption of the GNE Share Option Scheme.

– 5 –

LETTER FROM THE COMPANY BOARD

The aggregate number of GNE Shares which may be issued upon the exercise of all Options that may be granted under the GNE Share Option Scheme and all outstanding share options granted and yet to be exercised under the other share option schemes of GNE has not exceeded 30% of the GNE Shares in issue as at the Latest Practicable Date.

An application will be made to the Stock Exchange for the listing of, and permission to deal in, the GNE Shares which may be issued upon the exercise of the Options which may be granted under the GNE Share Option Scheme.

Reasons for the GNE Share Option Scheme

The purpose of the GNE Share Option Scheme is to enable GNE to grant Options to selected Eligible Persons as incentives or rewards for their contribution or potential contribution to the GNE Group. The Company Directors consider that the GNE Share Option Scheme will provide the Eligible Persons with the opportunity to acquire proprietary interests in GNE and will encourage such Eligible Persons to work towards enhancing the value of GNE and its shares for the benefit of GNE and the GNE Shareholders as a whole.

The GNE Share Option Scheme does not specify a minimum period for which an Option must be held nor a performance target which must be achieved before an Option can be exercised. However, the rules of the GNE Share Option Scheme provide that the GNE Board may determine, at its sole discretion, such terms and conditions on the grant of an Option. This determination may vary on a case by case basis but no such terms will be imposed the result of which will be to the advantage of the Eligible Persons. The basis for the determination of the subscription price is specified in the rules of the GNE Share Option Scheme.

Value of the Options

The directors of GNE consider that it is not appropriate to disclose in this circular the value of the Options that may be granted under the proposed GNE Share Option Scheme as if they have been granted as at the Latest Practicable Date, as various determining factors for the calculation of such value cannot be reasonably ascertained at this stage. It would not be meaningful and may even be misleading to the GNE Shareholders if the value of the Options is calculated based on a set of speculative assumptions. However, GNE will disclose the value of any options granted during a financial year or a particular period in its annual report and interim report based on the Binomial Options Pricing Model or a generally accepted comparable methodology.

4. RE-ELECTION OF THE RETIRING COMPANY DIRECTOR

The Company Board had appointed Mr. Yeung Man Chung, Charles as an executive director of the Company with effect from 5 September 2014. Details of such appointment was set out in the announcement of the Company dated 5 September 2014.

– 6 –

LETTER FROM THE COMPANY BOARD

According to Article 86(3) of the Articles of Association of the Company, any Company Director appointed by the Company Board to fill a casual vacancy shall hold office until the first general meeting of Company Shareholders after his appointment and be subject to re-election at such meeting. Therefore, Mr. Yeung Man Chung, Charles, who was appointed by the Company Board, shall hold office only until the Company EGM and shall then be eligible for re-election at the Company EGM.

Details of Mr. Yeung Man Chung, Charles proposed to be re-elected at the Company EGM are set out in the Appendix II to this circular.

5. COMPANY EGM

A notice convening the Company EGM is set out on pages 25–26 of this circular and a form of proxy for the Company EGM is enclosed. Whether or not you intend to attend the Company EGM, you are requested to complete the form of proxy and return it to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for holding the Company EGM. The completion and delivery of a form of proxy will not preclude you from attending and voting at the Company EGM in person.

6. VOTING BY POLL

Pursuant to the Listing Rules, any vote of Company Shareholders at a general meeting must be taken by poll. An announcement on the poll vote results will be published by the Company after the Company EGM in the manner prescribed under Rule 13.39(5) and Rule 17.02(1)(a) of the Listing Rules.

No Company Shareholder has a material interest in the proposed adoption of the GNE Share Option Scheme and the re-election of the retiring Company Director. To the best of the Company Directors’ knowledge, information and belief, having made all reasonable enquires, no Company Shareholder is required to abstain from voting at the Company EGM in respect of the proposed resolutions to approve the adoption of the GNE Share Option Scheme and the re-election of the retiring Company Director.

7. RESPONSIBILITY STATEMENT

This circular, for which the Company 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 Company 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.

– 7 –

LETTER FROM THE COMPANY BOARD

8. RECOMMENDATION

The Company Board considers that the adoption of the GNE Share Option Scheme and the re-election of the retiring Company Director is in the best interests of the Company and the Company Shareholders as a whole. Accordingly, the Company Board recommends all Company Shareholders to vote in favour of the resolutions to be proposed at the Company EGM.

9. DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the GNE Share Option Scheme is available for inspection at the principal place of business of the Company in Hong Kong at Unit 1703B–1706, Level 17, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong during normal business hours on any business day from the date of this circular up to and including the date of the Company EGM.

Yours faithfully, For and on behalf of GCL-Poly Energy Holdings Limited Zhu Gongshan Chairman

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APPENDIX I PRINCIPAL TERMS OF THE GNE SHARE OPTION SCHEME

The following is a summary of the principal terms of the GNE Share Option Scheme proposed to be approved at the Company EGM.

1. PURPOSE

The purpose of the GNE Share Option Scheme is to motivate the Eligible Persons to optimise their future contributions to the GNE Group and/or to reward them for their past contributions, to attract and retain or otherwise maintain on-going relationships with such Eligible Persons who are significant to and/or whose contributions are or will be beneficial to the performance, growth or success of the GNE Group, and additionally in the case of Executives, to enable the GNE Group to attract and retain individuals with experience and ability and/or to reward them for their past contributions.

2. WHO MAY PARTICIPATE IN THE GNE SHARE OPTION SCHEME

Subject to the terms of the GNE Share Option Scheme, the GNE Board shall be entitled at any time within 10 years after the Adoption Date to offer the grant of any Options to subscribe for such number of GNE Shares in accordance with the terms set out in the GNE Share Option Scheme to any of the Eligible Persons as the GNE Board may in its absolute discretion select.

3. MAXIMUM NUMBER OF GNE SHARES

The maximum number of GNE Shares which may be issued upon exercise of all Options to be granted under the GNE Share Option Scheme and any other schemes of GNE shall not in aggregate exceed 10% of the GNE Shares in issue as at the date of the adoption of the GNE Share Option Scheme (such 10% limit representing 317,694,826 GNE Shares), (the ‘‘Scheme Mandate Limit’’) provided that:

• (a) GNE may at any time as the GNE Board may think fit seek approval from the GNE Shareholders to refresh the Scheme Mandate Limit, save that the maximum number of GNE Shares which may be issued upon exercise of all Options to be granted under the GNE Share Option Scheme and any other schemes of GNE shall not exceed 10% of the GNE Shares in issue as at the date of approval by the GNE Shareholders in general meeting where the Scheme Mandate Limit is refreshed. Options previously granted under the GNE Share Option Scheme and any other schemes of GNE (including those outstanding, cancelled, lapsed or exercised in accordance with the terms of the GNE Share Option Scheme or any other schemes of GNE) shall not be counted for the purpose of calculating the Scheme Mandate Limit as refreshed. GNE shall send to the GNE Shareholders a circular containing the details and information required under the Listing Rules;

• (b) GNE may seek separate approval from the GNE Shareholders in general meeting for granting Options beyond the Scheme Mandate Limit, provided that the Options in excess of the Scheme Mandate Limit are granted only to the Eligible Person specified by GNE before such approval is obtained. GNE should issue a circular to the GNE Shareholders containing the details and information required under the Listing Rules; and

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APPENDIX I

PRINCIPAL TERMS OF THE GNE SHARE OPTION SCHEME

• (c) the maximum number of GNE Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the GNE Share Option Scheme and any other schemes of GNE shall not exceed 30% of GNE’s issued share capital from time to time.

4. MAXIMUM ENTITLEMENT OF EACH PARTICIPANT

The maximum number of GNE Shares issued and to be issued upon exercise of the Options granted to any one Eligible Person (including exercised and outstanding Options) in any 12-month period shall not exceed 1% of the GNE Shares in issue from time to time. Where any further grant of Options to such an Eligible Person would result in the GNE Shares issued and to be issued upon exercise of all Options granted and to be granted to such Eligible Person (including exercised, cancelled and outstanding Options) in the 12month period up to and including the date of such further grant representing in aggregate over 1% of the GNE Shares in issue, such further grant shall be separately approved by the GNE Shareholders in general meeting with such Eligible Person and his or her Associates abstaining from voting. GNE shall send a circular to the GNE Shareholders disclosing the identity of the Eligible Person, the number and terms of the Options to be granted (and Options previously granted) to such Eligible Person, and containing the details and information required under the Listing Rules. The number and terms (including the subscription price) of the Options to be granted to such Eligible Person must be fixed before the approval of the GNE Shareholders and the date of the GNE Board meeting proposing such grant shall be taken as the Offer Date for the purpose of calculating the subscription price of those Options.

5. OFFER AND GRANT OF OPTIONS

Subject to the terms of the GNE Share Option Scheme, the GNE Board shall be entitled at any time within 10 years from the Adoption Date to offer the grant of an Option to any Eligible Person as the GNE Board may in its absolute discretion select to subscribe at the subscription price for such number of GNE Shares as the GNE Board may (subject to the terms of the GNE Share Option Scheme) determine (in accordance with the provisions of the GNE Share Option Scheme).

6. GRANTING OPTIONS TO CONNECTED PERSONS

Subject to the terms in the GNE Share Option Scheme, but only insofar as and for so long as the Listing Rules require, where any offer of an Option is proposed to be made to a director, chief executive or a substantial shareholder (as defined in the Listing Rules) of GNE or any of their respective Associates, such offer must first be approved by the independent non-executive directors of GNE (excluding the independent non-executive director of GNE who is the grantee of an Option).

Where any grant of Options to a substantial shareholder (as defined in the Listing Rules) or an independent non-executive director of GNE, or any of their respective Associates, would result in the GNE Shares issued and to be issued upon exercise of all

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APPENDIX I PRINCIPAL TERMS OF THE GNE SHARE OPTION SCHEME

Options already granted and to be granted (including Options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of such grant:

• (a) representing in aggregate over 0.1% of the GNE Shares in issue; and

• (b) (where the securities are listed on the Stock Exchange), having an aggregate value, based on the closing price of the GNE Shares at the date of each grant, in excess of HK$5.0 million,

such further grant of Options must be approved by the GNE Shareholders in general meeting by way of poll. GNE shall send a circular to the GNE Shareholders containing the information required under the Listing Rules. All connected persons of GNE must abstain from voting in favor of the resolution(s) relating to the grant of such Options at such general meeting.

Any change in the terms of Options granted to a participant who is a substantial shareholder (as defined in the Listing Rules) or an independent non-executive director of GNE, or any of their respective Associates shall be subject to the prior approval of the GNE Shareholders in general meeting by way of poll and all connected persons of GNE must abstain from voting in favor of the resolution(s) relating to the change in the terms of such Options.

7. RESTRICTION ON THE TIME OF GRANT OF OPTIONS

The GNE Board shall not offer the grant of any Option to any Eligible Person after inside information has come to its knowledge until it has announced the information pursuant to the requirements of the Listing Rules. In particular, no Option shall be granted during the period commencing one month immediately preceding the earlier of (a) the date of the GNE Board meeting (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for the approval of GNE’s results for any year, halfyear, quarterly or any other interim period (whether or not required under the Listing Rules) and (b) the deadline for GNE to publish an announcement of its results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules), and ending on the date of the results announcements provided that no Option may be granted during any period of delay in publishing a results announcement.

8. MINIMUM HOLDING PERIOD, VESTING AND PERFORMANCE TARGET

Subject to the provisions of the Listing Rules, the GNE Board may in its absolute discretion when offering the grant of an Option impose any conditions, restrictions or limitations in relation thereto in addition to those set forth in the GNE Share Option Scheme as the GNE Board may think fit (to be stated in the letter containing the offer of the grant of the Option) including (without prejudice to the generality of the foregoing) qualifying and/or continuing eligibility criteria, conditions, restrictions or limitations relating to the achievement of performance, operating or financial targets by GNE and/or the grantee, the satisfactory performance or maintenance by the grantee of certain conditions or obligations or the time or period when the right to exercise the Option in

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APPENDIX I PRINCIPAL TERMS OF THE GNE SHARE OPTION SCHEME

respect of any of the Option Shares shall vest provided that such terms or conditions shall not be inconsistent with any other terms or conditions of the GNE Share Option Scheme. For the avoidance of doubt, subject to such terms and conditions as the GNE Board may determine as aforesaid (including such terms and conditions in relation to their vesting, exercise or otherwise) there is no performance target which need to be achieved by the grantee before the Option can be exercised.

9. AMOUNT PAYABLE FOR OPTIONS AND OFFER PERIOD

An offer of the grant of an Option shall remain open for acceptance by the Eligible Person concerned for a period of not more than 30 days from the Offer Date provided that no such grant of an Option may be accepted after the expiry of the effective period of the GNE Share Option Scheme. An Option shall be deemed to have been granted and accepted by the Eligible Person and to have taken effect when the duplicate offer letter comprising acceptance of the offer of the Option duly signed by the grantee together with a remittance in favor of the GNE of HK$1.00 by way of consideration for the grant thereof is received by GNE on or before the date upon which an offer of an Option must be accepted by the relevant Eligible Person, being a date no later than 30 days after the Offer Date (the ‘‘Acceptance Date’’). Such remittance shall in no circumstances be refundable.

Any offer of the grant of an Option may be accepted in respect of less than the number of GNE Shares in respect of which it is offered provided that it is accepted in respect of board lots for dealing in GNE Shares on the Stock Exchange or an integral multiple thereof and such number is clearly stated in the duplicate offer letter comprising acceptance of the offer of the Option. To the extent that the offer of the grant of an Option is not accepted by the Acceptance Date, it will be deemed to have been irrevocably declined.

10. SUBSCRIPTION PRICE

The subscription price in respect of any particular Option shall be such price as the GNE Board may in its absolute discretion determine at the time of grant of the relevant Option (and shall be stated in the letter containing the offer of the grant of the Option) but the subscription price shall not be less than whichever is the highest of:

• (a) the nominal value of a GNE Share;

• (b) the closing price of a GNE Share as stated in the Stock Exchange’s daily quotations sheet on the Offer Date; and

• (c) the average closing price of a GNE Share as stated in the Stock Exchange’s daily quotations sheets for the five Business Days (as defined in the Listing Rules) immediately preceding the Offer Date.

11. EXERCISE OF OPTION

• (a) To the extent not inconsistent with any applicable laws of any jurisdiction which the grantee and/or the Eligible Person will be under, an Option shall be exercised in whole or in part (but if in part only, in respect of a board lot or any integral

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APPENDIX I PRINCIPAL TERMS OF THE GNE SHARE OPTION SCHEME

multiple thereof) within the Option Period (as defined below) in the manner as set out in the GNE Share Option Scheme by the grantee (or his or her legal personal representative(s)) by giving notice in writing to GNE stating that the Option is thereby exercised and specifying the number of GNE Shares in respect of which it is exercised. Each such notice must be accompanied by a remittance for the full amount of the aggregate subscription price for the GNE Shares in respect of which the notice is given. Within 30 days after receipt of the notice and, where appropriate, receipt of a certificate from the auditors or independent financial advisor pursuant to the GNE Share Option Scheme, GNE shall accordingly allot and issue the relevant number of GNE Shares to the grantee (or his or her legal personal representative(s)) credited as fully paid with effect from (but excluding) the relevant exercise date and issue to the grantee (or his or her legal personal representative(s)) share certificate(s) in respect of the GNE Shares so allotted.

• (b) The exercise of any Option shall be subject to the members of GNE in general meeting approving any necessary increase in the authorized share capital of GNE.

• (c) There is no general provision which requires that any Option granted under the GNE Share Option Scheme shall be exercisable only after any performance target is met by the grantee; however, the GNE Board may in its sole discretion set the conditions for the exercise of the Option so long as such conditions are set out clearly in the offer when the Option is granted.

• (d) Subject as hereinafter provided, an Option may be exercised by the grantee at any time during the period, in respect of any particular Option, commencing immediately after the Business Day (as defined under the Listing Rules) on which the Option is deemed to be granted and accepted in accordance with the GNE Share Option Scheme (‘‘Commencement Date’’) and expiring on the date of the expiry of the Option as the GNE Board may in its absolute discretion determine and which shall not exceed 10 years from the Commencement Date but subject to the provisions for early termination thereof contained in the GNE Share Option Scheme (‘‘Option Period’’), provided that:

• (i) in the event that the grantee dies or becomes permanently disabled before exercising an Option (or exercising it in full), he or she (or his or her legal representative(s)) may exercise the Option up to the grantee’s entitlement (to the extent not already exercised) within a period of 12 months following his or her death or permanent disability or such longer period as the GNE Board may determine;

• (ii) in the event that the grantee ceases to be an Executive by reason of his retirement pursuant to such retirement scheme applicable to the GNE Group at the relevant time, his Option (to the extent not already exercised) shall be exercisable until the expiry of the relevant Option Period;

• (iii) in the event that the grantee ceases to be an Executive by reason of his transfer of employment to a controlling shareholder (as defined under the Listing Rules) of GNE or a subsidiary or an Associate of a controlling

– 13 –

APPENDIX I

PRINCIPAL TERMS OF THE GNE SHARE OPTION SCHEME

shareholder (as defined under the Listing Rules) of GNE (‘‘Affiliate Company’’), his Option (to the extent not already exercised) shall be exercisable until the expiry of the relevant Option Period unless the GNE Board in its absolute discretion otherwise determines in which event the Option (or such remaining part thereof) shall be exercisable within such period as the GNE Board has determined;

• (iv) in the event that the grantee ceases to be an Executive for any reason (including his or her employing company ceasing to be a member of the GNE Group) other than his or her death, permanent disability, retirement pursuant to such retirement scheme applicable to the GNE Group at the relevant time or the transfer of his or her employment to an Affiliate Company or the termination of his or her employment with the relevant member of the GNE Group by resignation or termination on the ground that he or she has been guilty of serious misconduct, or there exists grounds allowing his or her summary dismissal under his or her employment contract or under common law, or he or she is unable or has no reasonable prospects of being able to pay his or her debts within the meaning of the Bankruptcy Ordinance (Chapter 6 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time) or any other applicable law, or he or she has become otherwise insolvent or has made any arrangement or composition with his or her creditors generally, or he or she has been convicted of any criminal offence involving his or her integrity or honesty (‘‘Culpable Termination’’), the Option (to the extent not already exercised) shall lapse within one month after the date of cessation of such employment and not be exercisable unless the GNE Board otherwise determines in which event the Option (or such remaining part thereof) shall be exercisable within such period as the GNE Board may in its absolute discretion determine following the date of such cessation;

• (v) in the event that the grantee ceases to be an Executive by reason of the termination of his or her employment by resignation or Culpable Termination, the Option (to the extent not already exercised) shall lapse within one month after the date on which the notice of termination is served (in the case of resignation) or within one month after the date which the grantee is notified of the termination of his employment (in the case of Culpable Termination) and not be exercisable unless the GNE Board otherwise determines in which event the Option (or such remaining part thereof) shall be exercisable within such period as the GNE Board may in its absolute discretion determine following the date of such service or notification. A resolution of the GNE Board resolving that the Executive’s Option has lapsed pursuant to this paragraph (v) shall be final and conclusive;

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APPENDIX I

PRINCIPAL TERMS OF THE GNE SHARE OPTION SCHEME

• (vi) if a grantee being:

• (1) an executive director of GNE ceases to be an Executive but remains a non-executive director of GNE, his or her Option (to the extent not already exercised) shall be exercisable until the expiry of the relevant Option Period unless the GNE Board in its absolute discretion otherwise determines in which event the Option (or such remaining part thereof) shall be exercisable within such period as the GNE Board has determined; or

• (2) a non-executive director of GNE ceases to be a director:

  • (aa) by reason of non-executive director retirement, his or her Option (to the extent not already exercised) shall be exercisable until the expiry of the relevant Option Period unless the GNE Board in its absolute discretion otherwise determines in which event the Option (or such remaining part thereof) shall be exercisable within such period as the GNE Board has determined; or

  • (bb) for reasons other than his or her retirement, his or her Option (to the extent not already exercised) shall lapse on the date of cessation of such appointment and not be exercisable unless the GNE Board otherwise determines in which event the Option (or such remaining part thereof) shall be exercisable within such period as the GNE Board may in its absolute discretion determine following the date of such cessation;

(vii) if:

• (1) the GNE Board in its absolute discretion at any time determines that a grantee has ceased to be an Eligible Person; or

• (2) a grantee has failed to or no longer satisfies or complies with such criteria or terms and conditions that may be attached to the grant of the Option or which were the basis on which the Option was granted,

the Option (to the extent not already exercised) shall lapse on the date on which the grantee is notified thereof (in the case of (1)) or on the date on which the grantee has failed to or no longer satisfies or complies with such criteria or terms and conditions as aforesaid (in the case of (2)) and not be exercisable unless the GNE Board otherwise determines in which event the Option (or such remaining part thereof) shall be exercisable within such period as the GNE Board may in its absolute discretion determine following the date of such notification or the date of such failure, non-satisfaction or non-compliance. In the case of (1), a resolution of the GNE Board resolving that the grantee’s Option has lapsed pursuant to this paragraph (vii) shall be final and conclusive;

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APPENDIX I

PRINCIPAL TERMS OF THE GNE SHARE OPTION SCHEME

(viii) if a grantee (being a corporation):

• (1) has a liquidator or receiver appointed anywhere in the world in respect of the whole or any part of the assets or undertaking of the grantee; or

• (2) has suspended, ceased or threatened to suspend or cease business; or

• (3) is unable to pay its debts; or

• (4) otherwise becomes insolvent; or

• (5) suffers a change in its constitution, management, directors or shareholding which in the opinion of the GNE Board is material; or

• (6) commits a breach of any contract entered into between the grantee or his Associate and any member of the GNE Group,

the Option (to the extent not already exercised) shall lapse on the date of appointment of the liquidator or receiver or on the date of suspension or cessation of business or on the date when the grantee is deemed to be unable to pay its debts as aforesaid or on the date of notification by GNE that the said change in constitution, management, directors or shareholding is material or on the date of notification by GNE of the said breach of contract (as the case may be) and not be exercisable unless the GNE Board otherwise determines in which event the Option (or such remaining part thereof) shall be exercisable within such period as the GNE Board may in its absolute discretion determine following the date of such occurrence. A resolution of the GNE Board resolving that the grantee’s Option has lapsed pursuant to the clause in the GNE Share Option Scheme corresponding to this paragraph (viii) by reason of breach of contract or material change in the constitution, management, directors or shareholding as aforesaid shall be final and conclusive;

• (ix) if a grantee (being an individual):

• (1) is unable or has no reasonable prospects of being able to pay his or her debts within the meaning of the Bankruptcy Ordinance (Chapter 6 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time) or any other applicable law or has otherwise become insolvent; or

• (2) has made any arrangement or composition with his or her creditors generally; or

• (3) has been convicted of any criminal offence involving his or her integrity or honesty; or

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APPENDIX I

PRINCIPAL TERMS OF THE GNE SHARE OPTION SCHEME

• (4) commits a breach of any contract entered into between the grantee or his Associate and any member of the GNE Group,

the Option (to the extent not already exercised) shall lapse on the date on which he or she is deemed unable or to have no reasonable prospects of being able to pay his or her debts as aforesaid or on the date on which a petition for bankruptcy has been presented in any jurisdiction or on the date on which he or she enters into the said arrangement or composition with his or her creditors or on the date of his or her conviction or on the date of the said breach of contract (as the case may be) and not be exercisable unless the GNE Board otherwise determines in which event the Option (or such remaining part thereof) shall be exercisable within such period as the GNE Board may in its absolute discretion determine following the date of such occurrence. A resolution of the GNE Board resolving that the grantee’s Option has lapsed pursuant to this paragraph (ix) for breach of contract as aforesaid shall be final and conclusive;

• (x) if a general offer is made to all holders of GNE Shares and such offer becomes or is declared unconditional (in the case of a takeover offer) or is approved by the requisite majorities at the relevant meetings of the GNE Shareholders (in the case of a scheme of arrangement), the grantee shall be entitled to exercise the Option (to the extent not already exercised) at any time (in the case of a takeover offer) within one month after the date on which the offer becomes or is declared unconditional or (in the case of a scheme of arrangement) prior to such time and date as shall be notified by GNE;

• (xi) if a compromise or arrangement between GNE and its members or creditors is proposed for the purpose of or in connection with a scheme for the reconstruction of GNE or its amalgamation with any other company, GNE shall give notice thereof to the grantees who have Options unexercised at the same time as it despatches notices to all members or creditors of GNE summoning the meeting to consider such a compromise or arrangement and thereupon each grantee (or his or her legal representatives or receiver) may until the expiry of the earlier of:

• (1) the Option Period;

• (2) the period of two months from the date of such notice; or

• (3) the date on which such compromise or arrangement is sanctioned by the court, exercise in whole or in part his or her Option,

except insofar as exercised in accordance with this paragraph (xi), all Options outstanding at the expiry of the relevant period referred to in this paragraph (xi) shall lapse. GNE may thereafter require each grantee to transfer or

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APPENDIX I

PRINCIPAL TERMS OF THE GNE SHARE OPTION SCHEME

• otherwise deal with the GNE Shares issued on exercise of the Option to place the grantee in the same position as would have been the case had such GNE Shares been the subject of such compromise or arrangement; and

• (xii) in the event a notice is given by GNE to its members to convene a general meeting for the purposes of considering, and if thought fit, approving a resolution to voluntarily wind-up GNE, GNE shall on the same date as or soon after it dispatches such notice to each member of GNE give notice thereof to all grantees and thereupon, each grantee (or his or her legal personal representative(s)) shall be entitled to exercise all or any of his or her Options at any time not later than two Business Days (as defined in the Listing Rules) prior to the proposed general meeting of GNE by giving notice in writing to GNE, accompanied by a remittance for the full amount of the aggregate subscription price for the GNE Shares in respect of which the notice is given whereupon GNE shall as soon as possible and, in any event, no later than the business day (as defined in the Listing Rules) immediately prior to the date of the proposed general meeting referred to above, allot the relevant GNE Shares to the grantee credited as fully paid.

12. LIFE OF GNE SHARE OPTION SCHEME

Subject to the terms of the GNE Share Option Scheme, the GNE Share Option Scheme shall be valid and effective for a period of 10 years from the Adoption Date. Upon the expiry of the GNE Share Option Scheme or when all Options that may be granted under the GNE Share Option Scheme have been granted, no further Options will be offered but the provisions of the GNE Share Option Scheme shall remain in force and effect in all other respects. All Options granted prior to such aforesaid expiry and not then exercised shall continue to be valid and exercisable subject to and in accordance with the GNE Share Option Scheme.

13. LAPSE OF GNE SHARE OPTION SCHEME

An Option shall lapse automatically and not be exercisable (to the extent not already exercised) on the earliest of:

• (a) the expiry of the Option Period;

• (b) the expiry of any of the period referred to in the paragraph titled ‘‘Principal Terms of the GNE Share Option Scheme — 11. Exercise of Option’’ in this Appendix I;

• (c) subject to the terms of the period mentioned in sub-paragraph (xii) of the paragraph titled ‘‘Principal Terms of the GNE Share Option Scheme — 11. Exercise of Option’’ in this Appendix I, the date of the commencement of the winding-up of GNE;

• (d) there is an unsatisfied judgment, order or award outstanding against the grantee or the GNE Board has reason to believe that the grantee is unable to pay or to have no reasonable prospect of being able to pay his/her/its debts;

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APPENDIX I

PRINCIPAL TERMS OF THE GNE SHARE OPTION SCHEME

• (e) there are circumstances which entitle any person to take any action, appoint any person, commence proceedings or obtain any order of the type mentioned in the GNE Share Option Scheme with respect to the exercise or lapse of the Option; or

• (f) a bankruptcy order has been made against any director or shareholder of the grantee (being a corporation) in any jurisdiction.

No compensation shall be payable upon the lapse of any Option, provided that the GNE Board shall be entitled in its discretion to pay such compensation to the grantee in such manner as it may consider appropriate in any particular case.

14. ADJUSTMENT

In the event of any alteration to the capital structure of GNE while any Option remains exercisable, whether by way of capitalization of profits or reserves, open offer, rights issue, consolidation, reclassification, reconstruction, sub-division or reduction of the share capital of GNE, the GNE Board may, if it considers the same to be appropriate, direct that adjustments be made to:

• (a) the maximum number of GNE Shares subject to the GNE Share Option Scheme; and/or

• (b) the aggregate number of GNE Shares subject to the Options so far as unexercised; and/or

• (c) the subscription price of each outstanding Option.

Where the GNE Board determines that such adjustments are appropriate (other than an adjustment arising from a capitalization issue), the auditors or independent financial advisor appointed by GNE shall certify in writing to the GNE Board that any such adjustments are in their opinion fair and reasonable, provided that:

• (a) any such adjustments shall be made on the basis that the aggregate subscription price payable by the grantee on the full exercise of any Option shall remain as nearly as practicable the same as (but shall not be greater than) it was before such event;

• (b) no such adjustments shall be made the effect of which would be to enable a GNE Share to be issued at less than its nominal value;

• (c) any such adjustments shall be made to in accordance with the provisions as stipulated under Chapter 17 of the Listing Rules and supplementary guidance on the interpretation of the Listing Rules issued by the Stock Exchange from time to time; and

• (d) the issue of securities as consideration in a transaction shall not be regarded as a circumstance requiring any such adjustments.

– 19 –

APPENDIX I

PRINCIPAL TERMS OF THE GNE SHARE OPTION SCHEME

15. CANCELLATION OF OPTIONS NOT EXERCISED

The GNE Board shall be entitled for the following causes to cancel any Option in whole or in part by giving notice in writing to the grantee stating that such Option is thereby cancelled with effect from the date specified in such notice (the ‘‘Cancellation Date’’):

• (a) the grantee commits or permits or attempts to commit or permit a breach of the provisions as set out in the paragraph titled ‘‘Principal Terms of the GNE Share Option Scheme — 18. Transferability’’ in this Appendix I or any terms or conditions attached to the grant of the Option;

• (b) the grantee makes a written request to the GNE Board for the Option to be cancelled; or

• (c) if the grantee has, in the opinion of the GNE Board, conducted himself in any manner whatsoever to the detriment of or prejudicial to the interests of GNE or its subsidiary.

The Option shall be deemed to have been cancelled with effect from the Cancellation Date in respect of any part of the Option which has not been exercised as at the Cancellation Date. No compensation shall be payable upon any such cancellation, provided that the GNE Board shall be entitled in its discretion to pay such compensation to the grantee in such manner as it may consider appropriate in any particular case.

16. RANKING OF GNE SHARES

The GNE Shares to be allotted upon the exercise of an Option will be subject to all the provisions of the bye-laws of GNE and the laws of the Bermuda from time to time and shall rank pari passu in all respects with the then existing fully paid GNE Shares in issue on the allotment date or, if that date falls on a day when the register of members of GNE is closed, the first date of the re-opening of the register of members, and accordingly will entitle the holders to participate in all dividends or other distributions paid or made on or after the allotment date or, if that date falls on a day when the register of members of GNE is closed, the first day of the re-opening of the register of members, other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefore shall be before the allotment date.

GNE Share issued upon the exercise of an Option shall not carry rights until the registration of the grantee (or any other person) as the holder thereof.

17. TERMINATION

GNE may by resolution in general meeting at any time terminate the operation of the GNE Share Option Scheme. Upon termination of the GNE Share Option Scheme as aforesaid, no further Options shall be offered but the provisions of the GNE Share Option

– 20 –

APPENDIX I PRINCIPAL TERMS OF THE GNE SHARE OPTION SCHEME

Scheme shall remain in force and effect in all other respects. All Options granted prior to such termination and not then exercised shall continue to be valid and exercisable subject to and in accordance with the GNE Share Option Scheme.

18. TRANSFERABILITY

An Option shall be personal to the grantee and shall not be assignable and no grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest (legal or beneficial) in favor of any third party over or in relation to any Option or attempt to do so (save that the grantee may nominate a nominee in whose name the GNE Shares issued pursuant to the GNE Share Option Scheme may be registered) except with the prior written consent of the GNE Board from time to time. Any breach of the foregoing shall entitle GNE to cancel any outstanding Option or part thereof granted to such grantee.

19. ALTERATION OF GNE SHARE OPTION SCHEME

The GNE Share Option Scheme may be altered in any respect by a resolution of the GNE Board except that the following shall not be carried out except with the prior sanction of an ordinary resolution of the GNE Shareholders in general meeting at which any persons to whom or for whose benefit the GNE Shares may be issued under the GNE Share Option Scheme and their respective Associates shall abstain from voting:

• (a) any material alteration to its terms and conditions or any change to the terms of Options granted (except where the alterations take effect under the existing terms of the GNE Share Option Scheme);

• (b) any alteration to the provisions of the GNE Share Option Scheme in relation to the matters set out in Rule 17.03 of the Listing Rules to the advantage of grantee;

• (c) any change to the authority of the GNE Board or any person or committee delegated by the GNE Board pursuant to the clause in the GNE Share Option Scheme related to the duration and administration to administer the day-to-day running of the GNE Share Option Scheme; and

• (d) any alteration to the provisions as set out in this paragraph 19 of Appendix I to the circular,

provided always that the amended terms of the GNE Share Option Scheme shall comply with the applicable requirements of the Listing Rules.

20. CONDITIONS OF THE GNE SHARE OPTION SCHEME

The GNE Share Option Scheme shall come into effect on the date on which the following conditions are fulfilled:

• (a) the approval of the GNE Shareholders for the adoption of the GNE Share Option Scheme;

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APPENDIX I

PRINCIPAL TERMS OF THE GNE SHARE OPTION SCHEME

• (b) the approval of the Company Shareholders, the controlling shareholder (as defined in the Listing Rules) of GNE, for the adoption of the GNE Share Option Scheme by GNE; and

• (c) the approval of the Stock Exchange for the listing of and permission to deal in, a maximum of 317,694,826 Shares to be allotted and issued pursuant to the exercise of the GNE Share Option Scheme in accordance with the terms and conditions of the GNE Share Option Scheme.

If the approval referred to in condition (b) above and the permission referred to in condition (c) above are not granted within two calendar months after the Adoption Date:

• (a) the GNE Share Option Scheme will forthwith determine;

• (b) any Option granted or agreed to be granted pursuant to the GNE Share Option Scheme and any offer of such a grant shall be of no effect; and

• (c) no person shall be entitled to any rights or benefits or be under any obligations under or in respect of the GNE Share Option Scheme or any Option.

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the GNE Shares which may be issued pursuant to the exercise of Options which may be granted under the GNE Share Option Scheme.

– 22 –

APPENDIX II DETAILS OF COMPANY DIRECTOR PROPOSED TO BE RE-ELECTED

The following set out the details of Mr. Yeung Man Chung, Charles (‘‘Mr. Yeung’’) who will retire from the Company Board and, being eligible, offer himself for re-election at the Company EGM pursuant to the Articles of Association.

Mr. Yeung, aged 46, was appointed as the Chief Financial Officer of the Company on 30 April 2014. Prior to that, he served as a partner of Deloitte Touche Tohmatsu and was a Part-time Member of the Central Policy Unit of the Government of Hong Kong Special Administrative Region. When he left Deloitte Touche Tohmatsu in March 2014, he was the Head of Corporate Finance Advisory Services, Southern China. Mr. Yeung has a Bachelor of Business degree with major in accounting and he is also a member of The Hong Kong Institute of Certified Public Accountant and The Australian Society of Certified Practising Accountants. He has over 20 years of experience in accounting, auditing and financial management. Mr. Yeung is responsible for the financial control and reporting, corporate finance, tax and risk management of the Company and its subsidiaries.

Mr. Yeung has entered into a service contract with the Company for an initial term of 3 years (which will be renewed automatically thereafter), subject to termination with three months’ prior notice in writing to the other party. Mr. Yeung is entitled to an annual remuneration of HK$3,500,000. In accordance with the Company’s Articles of Association, the remuneration of senior management of the Company is aimed at attracting, motivating and retaining high-calibre individuals in a competitive market.

Mr. Yeung has not held any directorships in any other public listed companies in the last three years. Mr. Yeung is not connected with any directors, senior management, substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Yeung does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

– 23 –

APPENDIX II DETAILS OF COMPANY DIRECTOR PROPOSED TO BE RE-ELECTED

Mr. Yeung was a director of the following company, which was dissolved or wound-up (but not due to member’s voluntary winding-up) with details as follows:

	Principal business
	activity immediately	Date of dissolution
Name of company	before dissolution	or winding-up	Details
Mark Universal Calendar	Printing agent	23 August 2013	This was a Hong Kong incorporated
Company Limited			company de-registered under section
			291AA of the predecessor Companies
			Ordinance (Chapter 32 of the Laws of
			Hong Kong) (the ‘‘Predecessor
			Companies Ordinance’’), which was
			in force before the commencement of
			the Companies Ordinance (Chapter
			622 of the Laws of Hong Kong) and
			accordingly dissolved upon de-
			registration (Note 1).

Note (1):

Under section 291AA of the Predecessor Companies Ordinance, an application for deregistration can only be made if

• (a) all the members of such company agreed to such deregistration;

• (b) such company has never commenced business or operation, or has ceased to carry on business or ceased operation for more than three months immediately before the application; and

• (c) such company has no outstanding liabilities.

Mr. Yeung confirmed that there is no wrongful act on his part leading to the above dissolution and he is not aware of any actual or potential claim has been or will be made against him as a result of the dissolutions of the abovementioned company.

Save as disclosed above, there is no other information relating to Mr. Yeung to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there is no other matter which needs to be brought to the attention of the Company Shareholders in respect of the reelection of Mr. Yeung.

– 24 –

NOTICE OF COMPANY EGM

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 COMPANY EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting of GCL-Poly Energy Holdings Limited (the ‘‘Company’’) will be held at Centenary Room III, G/F., Macro Polo Hongkong Hotel, 3 Canton Road, Tsimshatsui, Kowloon, Hong Kong on Wednesday, 15 October 2014 at 11: 30 a.m. for the following purposes:

1. To consider and, if thought fit, to pass with or without amendments, the following ordinary resolutions:

‘‘THAT subject to (a) the approval by the shareholders of GCL New Energy Holdings Limited (‘‘GNE’’) at its special general meeting to be held on 15 October 2014 (or any adjournment thereof) of the share option scheme of GNE, the principal terms of which are set out in Appendix I to the circular despatched to the shareholders on the same day as this notice, and the terms of which are set out in the printed document marked ‘‘A’’ now produced to the meeting and for the purpose of identification signed by the chairman of the meeting (the ‘‘GNE Share Option Scheme’’) and (b) The Stock Exchange of Hong Kong Limited granting approval of the listing of and permission to deal in the shares falling to be issued pursuant to the exercise of any options granted under the GNE Share Option Scheme, the GNE Share Option Scheme be approved to be the share option scheme for GNE and that the board of directors of GNE be authorized to grant options thereunder and to allot and issue shares pursuant to the GNE Share Option Scheme and take all such steps as may be necessary to implement such GNE Share Option Scheme.’’

1. To re-elect Mr. Yeung Man Chung, Charles as an executive director of the Company.

By order of the Company Board GCL-Poly Energy Holdings Limited Zhu Gongshan Chairman

Hong Kong, 24 September 2014

– 25 –

NOTICE OF COMPANY EGM

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 member 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 22/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. The above resolutions will be put to vote at the above meeting by way of poll.

– 26 –