Microsoft Word - e- ann-5-8-2015.2

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

GCL-Poly Energy Holdings Limited

保利協鑫能源控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 3800)

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND THE CHAIRMAN OF NOMINATION COMMITTEE, A MEMBER OF AUDIT COMMITTEE AND STRATEGIC PLANNING COMMITTEE
The board of directors (the ''Board'') of GCL-Poly Energy Holdings Limited (the
''Company'') announces that Mr. Xue Zhongsu ("Mr. Xue") has resigned as an Independent Non-executive Director, the chairman of Nomination Committee and a member of Audit Committee and Strategic Planning Committee of the Company with effect from 8 May 2015.
Mr. Xue's resignation is due to his desire for more time devoted to a retired life. He confirms that there is no disagreement with the Board and there is no matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company.
The Board would like to express its gratitude to Mr. Xue for his valuable contribution to the Company during the tenure of his office.
The resignation of Mr. Xue will result in the number of independent non-executive directors of the Company less than three and less than one-third of the Board members as required under Rules 3.10(1) and 3.10A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), the number of members of the Audit Committee of the Company less than three as required under Rule
3.21 of the Listing Rules and the majority members of the Nomination Committee of the Company not being independent non-executive directors as required under Code Provision A5.1 of the Corporate Governance Code set out in Appendix 14 to the Listing Rules (the "Corporate Governance Code"). The Company will endeavor to comply with Rules 3.10(1), 3.10A and 3.21 of the Listing Rules and Code Provision A5.1 of the Corporate Governance Code as soon as practicable and make further announcement as and when appropriate.
Hong Kong, 8 May 2015
By order of the Board

GCL-Poly Energy Holdings Limited

Zhu Gongshan

Chairman

As at the date of this announcement, the Board comprises Mr. Zhu Gongshan (Chairman), Mr. Ji Jun, Mr. Zhu Yufeng, Mr. Yeung Man Chung, Charles and Mr. Zhu Zhanjun as executive directors; Mr. Shu Hua as a non-executive director; Ir. Dr. Ho Chung Tai, Raymond and Mr. Yip Tai Him as independent non-executive directors.

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