01918 融创中国 展示文件：(d) 团队稳定计划规则
SUNAC CHINA HOLDINGS LIMITED
融创中国控股有限公司
(Incorporated in the Cayman Islands with limited liability)
EMPLOYE STOCK OWNERSHIP PLAN
Page
1. DEFINITIONS . 3
2. CONDITION . 7
3. PURPOSE, DURATION AND ADMINISTRATION . 7
4. OFER AND ACEPTANCE . 9
5. PURCHASE PRICE . 11
6. EXERCISE AND SETLEMENT OF AWARDS . 11
7. PERFORMANCE TARGET(S) . 16
8. CLAWBACK MECHANISM . 17
9. EARLY TERMINATION OF EXERCISE PERIOD . 17
10. SCHEME LIMITS AND ADITIONAL APROVALS . 18
11. REORGANISATION OF CAPITAL STRUCTURE. 21
12. VOTING OF UNVESTED SHARES . 23
13. CANCELATION OF AWARDS . 23
14. SHARE CAPITAL . 23
15. ALTERATION OF THIS SCHEME . 23
16. TERMINATION . 24
17. MISCELANEOUS . 25
18. GOVERNING LAW . 26
– 3 –
1. DEFINITIONS
1.1 In this Plan, the folowing expresions shal have the folowing meanings:
“Actual Sale Proceds”
means the proceds from the sale of the Award Shares net
of stamp duty, brokerage, Stock Exchange trading fe, SFC
transaction levy and any other aplicable levies and costs;
“Adoption Date”
means [*] , being the date of fulfilment of the conditions
contained in paragraph 2;
“Alotment Date”
has the meaning as defined in paragraph 6.7;
“Articles”
means the articles of asociation of the Company as
amended, suplemented or modified from time to time;
“asociate”
has the meaning as defined in the Listing Rules;
“Auditors”
means the auditors of the Company for the time being;
“Award Shares”
means new Shares underlying a Share Award, including
treasury shares of the Company that are transfered out of
treasury by the Company;
“Board”
means the board of directors of the Company for the time
being or a duly authorised comite thereof;
“Busines Day”
means any day on which the Stock Exchange is open for the
busines of dealing in securities listed thereon;
“Chairman” means Mr. Sun Hongbin, as the chairman of the Company;
“close asociate”
has the meaning as defined in the Listing Rules;
“Company”
means Sunac China Holdings Limited 融创中国控股有限
公司, a company incorporated in the Cayman Islands with
limited liability;
“conected person”
has the meaning as defined in the Listing Rules;
“core conected person”
has the meaning as defined in the Listing Rules;
“Directors”
means the directors of the Company for the time being;
“Eligible Participant”
means an Employe Participant or a Related Entity
Participant, in each case, excluding the Chairman;
“Employe
Participants”
means the directors and employes (whether ful-time, part-
time or other employment arangement) of any member of
the Group (including persons who are granted Share
Awards under this Plan as inducement to enter into
17.03(2)
17.03A(1)
– 4 –
employment contracts with any member of the Group) and
“Employe Participant” means any one of them;
“Exercise Period”
means, in respect of any Share Award, the period to be
determined and notified by the Company to the Grante
thereof at the time of making an Ofer provided that such
period shal not go beyond the day imediately prior to the
tenth (10
th
) aniversary of the Ofer Date with respect of the
relevant Share Award;
“Exercised Award
Shares”
means such number of Award Shares that have ben
exercised or demed exercised by a Grante;
“Grante”
means any Eligible Participant who acepts the Ofer in
acordance with the terms of this Plan, his permited
transfere or (where the context so permits and as refered
in paragraph 6.6(1) his Personal Representative;
“Group”
means, colectively, the Company and its subsidiaries from
time to time;
“HK$”
means Hong Kong dolar, the lawful curency of Hong
Kong for the time being;
“Hong Kong”
means the Hong Kong Special Administrative Region of the
People’s Republic of China;
“Listing Rules”
means the Rules Governing the Listing of Securities on the
Stock Exchange as may be amended, suplemented or
otherwise modified from time to time;
“month”
means a period starting on one day in a calendar month and
ending on the numericaly coresponding day in the next
calendar month, except that:
(a) if the numericaly coresponding day is not a
Busines Day, that period shal end on the next
Busines Day in that calendar month in which that
period is to end if there is one, or if there is not, on
the imediately preceding Busines Day; and
(b) if there is no numericaly coresponding day in the
calendar month in which that period is to end, that
period shal end on the last Busines Day in that
calendar month.
“Minimum Period”
means, with respect to a Share Award, the period
comences on the Ofer Date and ending on the day
imediately prior to the expiry of the twelve (12)-month
period thereof;
17.03(5)
17.03F
– 5 –
“New MCBs”
has the meaning given to it in the RSA;
“Ofer”
means an ofer to an Eligible Participant for the grant of a
Share Award (as may be amended and/or suplemented by
the Board from time to time in its absolute discretion);
“Ofer Date”
means the date on which an Ofer is made to an Eligible
Participant;
“Ofer Leter”
has the meaning as defined in paragraph 4.3;
“Personal
Representative”
means, with respect to an Eligible Participant or a Grante,
the person who has the authority to deal with the relevant
Eligible Participant’s or Grante’s estate in acordance with
the laws of sucesion aplicable in respect of the death of
the relevant Eligible Participant or Grante;
this “Plan”
means this employe stock ownership plan which terms
may be amended, suplemented or otherwise modified
from time to time and which plan mandate limit may be
refreshed and/or increased from time to time subject to the
requirement of the Listing Rules;
“Plan Mandate Limit”
has the meaning as defined in paragraph 10.1(1);
“Purchase Price”
means, with respect to a particular Share Award, the price
per Share at which the relevant Grante is required to pay
to purchase or receive the Shares comprising the Share
Award, which shal be nil;
“Related Entity(ies)” means any asociated company(ies) of the Company;
“Related Entity
Participants”
means the directors and employes (whether ful-time, part-
time or other employment arangement) of any Related
Entity; and “Related Entity Participant” means any one of
them;
“Remuneration
Comite”
means the remuneration comite of the Company;
“Restructuring
Efective Date”
means the date on which the ofshore debt restructuring of
the Company (details of which are set out in the term shet
apended to the restructuring suport agrement entered
into by the Company and the initial consenting creditors
named therein dated 17 April 2025, as may be amended
and/or suplemented from time to time) takes efect;
“Returned Shares”
means unvested Award Shares held by a Truste in respect
of Share Awards which have lapsed or have ben canceled
in acordance with the terms of this Plan;
17.03(2)
17.03(2)
– 6 –
“RSA” means the Restructuring Suport Agrement dated 17 April
2025, entered into by the Company, certain initial
consenting creditors and the Sodali & Co Ltd as the
information agent (as may be amended and/or
suplemented in acordance with its terms from time to
time);
“SFC”
means the Securities and Futures Comision of Hong
Kong;
“Shareholders”
means holders of the Shares in isue from time to time;
“Share Award”
means an award which vests as a right to purchase or
receive Award Shares pursuant to this Plan;
“Share Registrar”
means the branch share registrar and transfer ofice of the
Company in Hong Kong for the time being;
“Shares”
means ordinary shares in the capital of the Company, or, if
there has ben a sub-division, consolidation, re-
clasification or re-construction of the share capital of the
Company, shares forming part of the ordinary equity share
capital of the Company of such other nominal amount as
shal result from any such sub-division, consolidation, re-
clasification or re-construction;
“Stock Exchange”
means The Stock Exchange of Hong Kong Limited;
“substantial
shareholder”
has the meaning as defined in the Listing Rules;
“Takeovers Code”
means the Hong Kong Code on Takeovers and Mergers and
Share Buy-backs as may be amended, suplemented or
otherwise modified from time to time;
“Termination Date”
means 5:00 p.m. (Hong Kong time) on the date which fals on
the date imediately prior to the tenth (10
th
) aniversary of
the Adoption Date, or such earlier date as this Plan is
terminated in acordance with paragraph 16;
“Total Plan Cap” 7% of the total shareholding interest in the Company on a
fuly diluted basis, asuming conversion of al New MCBs
and after the isuance (including any transfer of treasury
shares of the Company), vesting and exercise of al Share
Awards which may be granted at any time under this Plan,
which amounts to 1,861,317,829 Shares (asuming no
adjustment to the conversion price of the New MCBs and
no further isuance of New MCBs, each in acordance with
the terms and conditions of the New MCBs);
– 7 –
“treasury shares”
has the meaning as defined in the Listing Rules;
“Trust(s)”
has the meaning as defined in paragraph 3.4;
“Truste(s)” means the truste(s) of the Trust(s) from time to time;
“%”
means per cent.
1.2 In this Plan, save where the context otherwise requires:
(1) paragraph headings are for ease of reference only and shal be ignored in construing
this Plan;
(2) references to paragraph or paragraphs are references to paragraph or paragraphs of
this Plan;
- ;
- ;
- ;
(6) references to any statutory provisions or rules prescribed by any statutory bodies
shal include the same as from time to time amended, consolidated and re-enacted;
and
(7) references to any statutory body shal include the sucesor thereof and anybody
established to replace or asume the functions of the same.
2. CONDITIONS
The adoption of this Plan is conditional upon (1) the pasing of an ordinary resolution to
aprove and adopt this Plan by the Shareholders in a general meting of the Company and
(2) the ocurence of the Restructuring Efective Date.
3. PURPOSE, DURATION AND ADMINISTRATION
3.1 The purpose of this Plan is to incentivize Eligible Participants to continue to contribute to the
Group in the future by providing them with long-term suplementary form of remuneration, in
order to promote the continuous operations of the Group and the long-term busines
recovery and growth of the Group. This Plan wil give the Eligible Participants an
oportunity to have a personal stake in the Company and wil help motivate the Eligible
Participants in optimising their performance and eficiency and stabilize the workforce and
atract and retain the Eligible Participants whose contributions are important to the long-
term busines recovery and growth of the Group.
3.2 This Plan shal be subject to the administration of the Board whose decision on al maters
arising in relation to this Plan or its interpretation or aplication or efect shal (save as
otherwise provided herein and in the absence of manifest eror) be final and binding. The
17.03(1)
17.02(1)(a)
– 8 –
Board shal exercise its administrative power in acordance with the Listing Rules
requirement. For the avoidance of doubt, subject to compliance with the requirements of
the Listing Rules and the provisions of this Plan, the Board shal have the right to (1)
interpret and construe the provisions of this Plan; (2) determine the persons who wil be
ofered Share Awards under this Plan and the number of Shares in relation to such Share
Awards; (3) make such apropriate and equitable adjustments to the terms of Share Awards
granted under this Plan as it may dem necesary; and (4) make such other decisions or
determinations or regulations as it shal dem apropriate for the administration of this Plan.
3.3 Subject to compliance with the Listing Rules, the authority to administer this Plan may be
delegated by the Board to a comite of the Board or to any other person(s) demed
apropriate at the sole discretion of the Board.
3.4 The Company may establish one or more trusts (“Trust(s)”) and apoint one or more
Truste(s) for the purposes of: (i) holding Award Shares upon Trust(s) which are reserved
for specified Eligible Participants; (i) subscribing for new Shares to be aloted and isued
by the Company, holding treasury shares that are transfered out of treasury by the
Company, and/or holding Returned Shares, in each case to serve as a pol of Shares upon
Trust(s) which may be used to grant and/or satisfy Share Awards; (i) setling Share
Awards under paragraph 6.3(2); and (iv) taking other actions for the purposes of
administering and implementing this Plan. The Truste(s) shal be instructed by the
Company. No Director wil act as truste(s) or have any direct or indirect interest in any
truste(s) of the Trust(s).
3.5 The Company shal not give instruction to any Truste to subscribe for any Shares for the
purpose of this Plan under any of the folowing circumstances: (i) if the subscription wil
result in the Company failing to comply with the public float requirement with respect to
the Shares as aplicable under the Listing Rules from time to time; or (i) after inside
information (having the meaning as defined in the Securities and Futures Ordinance
(Chapter 571 of the Laws of Hong Kong) has come to its knowledge until (and including)
the Busines Day after such inside information has ben anounced by the Company
pursuant to the requirements of the Listing Rules; or (i) at a time when any Director would
be prohibited from dealing in the Shares by the Listing Rules (including the Model Code
for Securities Transactions by Directors of Listed Isuers, set out in Apendix C3 to the
Listing Rules).
3.6 In determining the basis of eligibility for Employe Participants, the factors in asesing
whether any person is eligible to participate in this Plan include but not limited to: (1) the
performance; (2) the skil, knowledge, experience, expertise and other personal qualities;
- , responsibilities or employment conditions acording to the
prevailing market practice and industry standard; (4) the contribution or potential
contribution to the development and growth of the Group; and (5) the length of employment
with the Group.
3.7 In determining the basis of eligibility for Related Entity Participants, the Board would take
into acount, among others:
(a) the Related Entity Participant’s contribution or potential contribution to the Group’s
development and growth;
(b) the nature and importance of the busines relationship betwen the asociated company
17.03(2)
17.03A(1)
17.03(2)
17.03A(1)
– 9 –
and the Group, and the Related Entity Participant’s contribution to the asociated
company, and the potential synergies that may be generated on the Group’s core
busines;
(c) the Related Entity Participant’s positive impact or expected positive impact on the
Group’s busines development;
(d) the Related Entity Participant’s actual level of involvement in the Group or in its
coperation with the Group, and the duration of the Related Entity Participant’s
coperative relationship with the Group.
3.8 Subject to paragraph 2 and paragraph 16, this Plan shal be valid and efective for the period
comencing on the Adoption Date and expiring on the Termination Date, after which
period no further Awards wil be granted but the provisions of this Plan shal remain in
force to the extent necesary to give efect to the exercise of any Awards granted on or prior
to the Termination Date or otherwise as may be required in acordance with the provisions
of this Plan.
3.9 A Grante shal ensure that any aceptance of an Ofer and/or any exercise of his Award is
valid and complies with al laws, legislations and regulations to which the person is subject.
The Board may, as a condition precedent of isuing or delivering any Shares or transfering
any proceds generated from the sale or disposition of any Shares upon an exercise of a
Share Award, require the relevant Grante to produce such evidence as it may reasonably
require for such purpose.
3.10 The Board may, in its absolute discretion, specify any condition in the Ofer which must be
satisfied before a Share Award may be exercised or demed exercised. Save as determined
by the Board and provided in the Ofer, there is no performance target which must be
achieved before a Share Award can be exercised or demed exercised under the terms of
this Plan or any clawback mechanism for the Company to recover or withold any Share
Award granted to a Grante.
4. OFER AND ACEPTANCE
4.1 Subject to and in acordance with the provisions of this Plan and the Listing Rules, the
Board shal be entitled (but shal not be bound), at any time and from time to time and
within a period comencing on the Adoption Date and ending on the Termination Date (both
dates inclusive), to make an Ofer to such Eligible Participant as it may, in its absolute
discretion, select, and subject to such conditions as the Board may think fit, provided that
no such Ofer shal be made if a prospectus is required to be isued under the Companies
(Winding Up and Miscelaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong
Kong) or any aplicable laws or if such grant wil result in the breach by the Company or
any of the Directors of any aplicable securities laws and regulations in any jurisdiction.
4.2 No Ofer shal be made by the Board:
(1) after inside information (having the meaning as defined in the Securities and
Futures Ordinance (Chapter 571 of the Laws of Hong Kong) has come to its
knowledge until (and including) the Busines Day after such inside information has
ben anounced by the Company pursuant to the requirements of the Listing Rules;
17.03(7)
17.03(19)
17.03(2)
17.03A(1)
17.05
– 10 –
(2) during the period comencing from thirty (30) days imediately preceding the
earlier of:
(i) the date of the meting of the Board (as such date is first notified to the
Stock Exchange in acordance with the Listing Rules) for aproving the
Company’s results for any year, half-year or quarterly or any other interim
period (whether or not required under the Listing Rules); and
(i) the deadline for the Company to publish its results for any year or half-
year under the Listing Rules, or quarterly or any other interim period
(whether or not required under the Listing Rules),
and ending on the date of the results anouncement (or during any period of delay
in publishing the results anouncement); and
(3) at a time when the relevant Eligible Participant would be prohibited from dealing
in the Shares by the Listing Rules (including the Model Code for Securities
Transactions by Directors of Listed Isuers, set out in Apendix C3 to the Listing
Rules).
4.3 An Ofer shal be made to an Eligible Participant in writing (and unles so made shal be
invalid) in such form as the Board may from time to time determine specifying the terms of
the Share Award which may include number of Award Shares, the Purchase Price (which
shal be nil), the vesting criteria and conditions, the Exercise Period, and if any, minimum
performance targets that must be achieved and, if aplicable, the clawback mechanism for
the Company to recover or withold any Share Awards granted to any Eligible Participants,
and any such other details as the Board may consider necesary (as may be amended and/or
suplemented by the Board in its absolute discretion, an “Ofer Leter”), and requiring the
Grante to undertake to hold the Share Award on the terms of the Ofer Leter and be bound
by the provisions of this Plan. An Ofer shal remain open for aceptance by the Eligible
Participant concerned (and by no other person, including the Eligible Participant’s Personal
Representative) for a period of twenty-one (21) days from the Ofer Date. For the avoidance
of doubt, the Board may at its discretion specify any terms or conditions in the Ofer Leter
at the grant of the relevant Share Award, including conditions and/or performance target(s)
that must be achieved before any of the Share Awards can be exercised or demed exercised,
as wel as the clawback mechanism for the Company to recover or withold any Share
Awards granted to any Eligible Participants. Subject to paragraph 10.4, such terms or
conditions of the Ofer Leter specified and aproved by the Board at the grant may be
subsequently amended and/or suplemented by the Board in its absolute discretion.
4.4 An Ofer shal be demed to have ben acepted by an Eligible Participant concerned in
respect of al the Award Shares which are ofered to such Eligible Participant when the
duplicate leter comprising aceptance of the Ofer duly signed by the Eligible Participant,
together with a payment in favour of the Company of RMB1.00 or such other amount (if any)
that may be determined by the Board as consideration for the grant thereof, is received by the
Company.
4.5 Any Ofer may be acepted by an Eligible Participant in respect of les than the number
of Award Shares which are ofered provided that it is acepted in respect of a board lot for
dealing in Shares on the Stock Exchange or an integral multiple thereof and such number
is clearly stated in the duplicate leter comprising aceptance of the Ofer duly signed by
17.03(8)
| 1177.0.033(9(9) ) 17.03E |
|---|
– 11 –
the Eligible Participant, and such leter, together with a payment (if any) in favour of the
Company as consideration for the grant thereof, is received by the Company.
4.6 To the extent that the Ofer is not acepted within the stated period in paragraph 4.3, it wil
be demed to have ben irevocably declined and the relevant Ofer which is not acepted
or demed to be acepted shal lapse.
4.7 Upon an Ofer being acepted by an Eligible Participant in whole or in part in acordance
with paragraph 4.4 or paragraph 4.5 (as the case may be), a Share Award in respect of the
number of Shares in respect of which the Ofer was so acepted wil be demed to have
ben granted by the Company to such Eligible Participant on the Ofer Date.
5. PURCHASE PRICE
5.1 The Purchase Price shal be nil. The Company wil disclose the Purchase Price for Share
Awards in the anouncement on grant of the relevant Share Awards and in its anual and
interim reports to the extent required under Chapter 17 of the Listing Rules.
6. EXERCISE AND SETLEMENT OF SHARE AWARDS
6.1 Subject to paragraph 6.2, a Share Award shal be personal to the Grante and shal not be
asignable or transferable and no Grante shal in any way sel, transfer, charge, mortgage,
encumber or create any interest whatsoever in favour of any third party over or in relation
to any Share Award or enter into any agrement so to do. Any breach of the foregoing by
a Grante shal entitle the Company to cancel any Share Award or any part thereof granted
to such Grante to the extent not already vested. For this purpose, a determination by the
Board to the efect that a breach of this paragraph 6.1 has ocured shal be final and
conclusive.
6.2 Subject to obtaining an apropriate waiver from the Stock Exchange, a Share Award may
be transfered to a vehicle (such as trust or private company) for the benefit of the Grante
and/or any family members of such Grante that would continue to met the purpose of
this Plan and comply with the requirements of the Listing Rules.
6.3 (1) Subject to the terms of this Plan and the fulfilment of al terms and conditions as set
out in the Ofer, including the atainment of any performance targets stated therein (if
any), a Share Award shal be exercisable and shal be demed exercised to the
maximum extent permited under the terms and conditions as set out in the Ofer
and in the circumstances and in the maner as set out in this paragraph 6.3 or
paragraph 6.6 (as the case may be) by the Grante (or, as the case may be, the
Grante’s Personal Representative) unles the Grante gives notice in writing to the
Company stating otherwise, in which case, the Grante shal state in the notice the
number of Award Shares in respect of which it is exercised.
- , at its discretion, arange for the Exercised Award Shares to be
satisfied in the folowing methods:
17.03(12)
17.03(17)
– 12 –
(i) alot and isue (or transfer from the treasury shares) the relevant number of
Shares to or to the order of the Grante (or the Grante’s estate in the event
of an exercise by the Grante’s Personal Representative or such other person
as the Grante may designate and notify to the Company or the Truste (as
aplicable) in writing not les than 7 Busines Days in advance) credited as
fuly paid and instruct the Share Registrar to isue to or to the order of the
Grante (or the Grante’s estate in the event of an exercise by the Grante’s
Personal Representative or such designe, as aplicable) a share certificate
for the Shares so aloted and isued, and if aplicable, subject to the Grante
having provided or procured to be provided to the Company and/or the
Share Registrar the relevant documents as may be required by the Company
and/or the Share Registrar, use its best comercial eforts to arange for the
Shares to be deposited into the Central Clearing and Setlement System of
Hong Kong;
(i) arange for the Exercised Award Shares to be transfered from the Truste
(or its designated person) to or to the order of the Grante (or the Grante’s
estate in the event of an exercise by the Grante’s Personal Representative
or such other person as the Grante may designate and notify to the
Company or the Truste (as aplicable) in writing not les than 7 Busines
Days in advance) credited as fuly paid and isue to or to the order of the
Grante (or the Grante’s estate in the event of an exercise by the Grante’s
personal representative or such designe, as aplicable) a share certificate
in respect of the Shares so transfered;
(i) pay to or to the order of the Grante (or the Grante’s estate in the event of
an exercise by the Grante’s Personal Representative or such other person
as the Grante may designate and notify to the Company or the Truste (as
aplicable) in writing not les than 7 Busines Days in advance) by
remitance to the bank acount designated and provided by or on behalf of
the Grante (or the Grante’s Personal Representative), the Actual Sale
Proceds from on-market sale of the Exercised Award Shares through the
facilities of the Stock Exchange at prevailing market prices; and/or
(iv) arange for Exercised Award Shares to be isued or designated as vested
shares held for the economic benefit of the Grante (or the Grante’s estate
in the event of an exercise by the Grante’s Personal Representative or such
other person as the Grante may designate and notify to the Company or the
Truste (as aplicable) in writing not les than 7 Busines Days in advance),
folowing which, the Grante (or the Grante’s estate in the event of an
exercise by the Grante’s Personal Representative or such designe, as
aplicable) shal be entitled to future dividends paid or payable on the
Exercised Award Shares and the Grante (or the Grante’s Personal
Representative or such designe, as aplicable) wil have a one-time option
to request the Company to cause payment to or to the order of the Grante
(or the Grante’s estate in the event of an exercise by the Grante’s Personal
Representative or such designe, as aplicable) by remitance to the bank
acount designated and provided by or on behalf of the Grante, the Actual
Sale Proceds from on-market sale of the Exercised Award Shares through
the facilities of the Stock Exchange at prevailing market prices.
17.03(6)
17.03F
– 13 –
6.4 Save for the circumstances prescribed in paragraphs 6.5 and 6.6(6), a Share Award must be
held by the Grante for a period that is not shorter than the Minimum Period before the
Share Award can be exercised or demed exercised.
6.5 For the grant of Share Awards to Employe Participants, the Board may at its absolute
discretion determine a vesting period shorter than the Minimum Period in the folowing
specific circumstances:
(a) grants of “make-whole” Share Awards to new joiners to replace the award shares
they forfeited when leaving the previous employers;
(b) grants to an Eligible Participant whose employment is terminated due to death or
disability or ocurence of any out of control event;
(c) grants that are made in batches during a year for administrative and compliance
reasons (such as to save administrative time and compliance costs, to coincide with
the regular or scheduled metings of the Board and/or the Remuneration Comite,
etc.), which include Share Awards that should have ben granted earlier if not for
such administrative or compliance reasons but had to wait for subsequent batch;
(d) grants of Share Awards with a mixed or acelerated vesting schedule such as
where the Share Awards may vest evenly over a period of twelve (12) months; or
(e) grants with performance-based vesting conditions in lieu of time-based vesting
criteria.
6.6 Subject as hereinafter provided, a Share Award may be exercisable by the Grante at any
time during the Exercise Period provided that:
Death
(1) in the event that the Grante ceases to be an Eligible Participant by reason of the
person’s death before the Share Award is vested in ful (and if the Grante is an
Employe Participant, provided that none of the events which would be a ground
for termination of the person’s employment or directorship under paragraph 6.6(3)
arises, or if the Grante is a Related Entity Participant, provided that none of the
events which would be a ground for termination of the person’s employment or
directorship under paragraph 6.6(4) arises), any outstanding Share Awards not yet
vested shal imediately lapse, and the Company shal negotiate with the
administrator of the Grante’s estate within two years after the Grante’s death on
the alternative compensation for the Grante’s estate for the relevant Share Awards
that have lapsed in acordance with this paragraph. Any such alternative
compensation shal be determined by the Company at its sole and absolute
discretion, which shal be final and binding.
Notwithstanding the foregoing paragraph, if the Company determines at its sole and
absolute discretion that the Share Awards wil continue to be vested in the Grante’s
estate, the Company shal deliver (i) such number of Award Shares or (i) such
amount which is equal to the Actual Sale Proceds (hereinafter refered to as
“Benefits”) of such Share Awards at its discretion to the Grante’s estate within
two (2) years folowing the date of death, or such other period as the Board may
17.03(12)
– 14 –
determine, or if the Benefits would otherwise become bona vacantia, the Benefits
shal be forfeited and cease to be transferable and such Benefits shal lapse;
Injury, disability, il-health, retirement or termination of the Grante’s employment
(2) in the event that the Grante ceases to be an Eligible Participant by reason of (i)
injury, disability or il-health inflicted upon the Grante in the course of his
performance of duty as employe or director of any member of the Group or any
Related Entity (evidenced to the satisfaction of the Board), or (i) the Grante’s
retirement as an employe of the Group or any Related Entity in acordance with
the Grante’s contract of employment (evidenced to the satisfaction of the Board),
in each case provided that if the Grante is an Employe Participant, none of the
events which would be a ground for termination of the Grante’s employment or
directorship under paragraph 6.6(3) arises, or if the Grante is a Related Entity
Participant, provided that none of the events which would be a ground for
termination of the person’s employment or directorship under paragraph 6.6(4)
arises, the Share Award shal vest and become exercisable in whole or in part in
acordance with the provisions of paragraph 6.3 within twelve (12) months
folowing the date of such injury, disability, il-health or retirement or such longer
period as the Board may determine, after which any such Share Awards (to the
extent not vested during such period) shal lapse.
In the event that the Grante ceases to be an Eligible Participant by reason of the
termination of the Grante’s employment or directorship with the Group or any
Related Entity, on grounds other than those set out in paragraph 6.6(1) or the
imediately preceding paragraph in this 6.6(2), any Share Award not yet vested
shal imediately lapse, unles the Board determines otherwise at its discretion;
Termination of employment for misconduct, bankruptcy, etc
(3) in the event that the Grante who is an Employe Participant ceases to be an Eligible
Participant by reason of termination of his employment with any member of the
Group on any one or more of the folowing grounds:
(a) that the Grante has comited any serious misconduct;
(b) that the Grante has ben convicted of any criminal ofence involving the
person’s integrity or honesty or in relation to any member of the Group (if
so determined by the Board);
(c) that the Grante has become insolvent, bankrupt or has made arangements
or compositions with the Grante’s creditors generaly;
(d) that there has ben a breach of contract entered into betwen the Grante
and any member of the Group; or
(e) on any other ground as determined by the Board that would warant the
termination of the Grante’s employment at comon law or pursuant to any
aplicable laws or under the Grante’s service contract with any member of
the Group,
– 15 –
the Grante’s Share Award (to the extent not yet vested) shal imediately lapse
unles the Board determines otherwise at its discretion;
Related Entity Participants
(4) in the event that the Grante who is a Related Entity Participants ceases to be an
Eligible Participant by reason of any one or more of the folowing grounds:
(a) that the Grante has comited any serious misconduct,
(b) that the Grante has ben convicted of any criminal ofence involving the
person’s integrity or honesty or in relation to any member of the Group (if
so determined by the Board),
(c) that the Grante has become insolvent, bankrupt or has made arangements
or compositions with the Grante’s creditors generaly;
(d) that there has ben a breach of contract entered into betwen the Grante
and any member of the Group;
(e) on any other ground as determined by the Board that would warant the
termination of the Grante’s engagement or apointment in the sole and
absolute opinion of the Board;
(f) the entity of which the relevant Grante is a director or employe (whether
ful-time, part-time or other employment arangement) ceases to be a
Related Entity; or
(g) that the Board, in its sole and absolute opinion, believes that the Grante is no
longer contributing to the development or suces of the Group, or has become a
competitor of any member of the Group;
the Share Award (to the extent not yet vested) shal imediately lapse unles the
Board determines otherwise at its discretion;
Other reasons
(5) in the event that the Grante ceases to be an Eligible Participant for any reason other
than the reasons specified in paragraph 6.6(1) to paragraph 6.6(4), the Grante’s
Share Award (to the extent not yet vested) shal imediately lapse provided that in
each case, the Board may, in its absolute discretion, decide that such Share Award
or any part thereof shal not so lapse or determine such conditions or limitations to
which the exercise of such Share Award wil be subject to;
Corporate transactions
(6) If there is an event of change in control (as such term is defined in the Codes on
Takeovers and Mergers and Share Buy-backs isued by the SFC from time to time)
– 16 –
of the Company as the result of a merger, scheme of arangement or general ofer,
or Mr. Sun Hongbin ceases to be the single largest shareholder of the Company, or
in the event of a disolution or liquidation of the Company, the Board shal at its
sole discretion determine whether the vesting dates of any Share Awards to Eligible
Participants wil be acelerated and/or determine such conditions or limitations to
which the vesting of such Share Award wil be subject.
6.7 Share Awards do not cary any right to vote at any general meting of the Company, nor
any right to dividends, transfer or other rights, including those arising on the liquidation of
the Company. No Grante shal enjoy any of the rights of a Shareholder by virtue of the
grant of a Share Award unles and until the Shares underlying a Share Award are isued
and delivered to the Grante pursuant to the vesting and exercise of such Share Award.
Shares aloted and isued upon the exercise of a Share Award wil be subject to al the
provisions of the Articles and wil rank pari pasu in al respects with the other existing
Shares in isue on the date of alotment and isue of the relevant Shares (the “Alotment
Date”) other than any dividend or other distribution previously declared or recomended
or resolved to be paid or made if the record date therefor shal be before the Alotment Date.
The Shares aloted and isued upon the exercise of a Share Award shal not cary any right
of a Shareholder (including voting rights) until registration of the Grante as the holder
thereof on the register of members of the Company.
6.8 Notwithstanding anything to the contrary in this Plan, no Grante shal be permited to sel
or transfer any of the Award Shares or the Share Awards (whether before or after vesting)
during the period from the Restructuring Efective Date to the date faling 18 months after
the Restructuring Efective Date (the “Seling Restriction”), and such restriction shal be
set out in the Ofer Leter of the relevant Grantes.
6.9 The Share Awards shal be vested subject to the vesting conditions and in acordance with
the vesting schedule set out in the Ofer Leter of the relevant Grantes. The last batch of
Share Awards granted under this Plan shal not become fuly vested before the eighth
aniversary of the Restructuring Efective Date. In other words, the last batch of Share
Awards granted under this Plan shal only become fuly vested on a date not earlier than
the eighth aniversary of the Restructuring Efective Date.
7. PERFORMANCE TARGET(S)
7.1 The Board may at its discretion determine and provide in the Ofer Leter at the grant of
the relevant Share Award any performance target(s) as the Board may then specify which
must be achieved by the Grante before any of the Share Awards can be exercised or
demed exercised, as wel as the clawback mechanism, if aplicable, for the Company to
recover or withold any Share Awards granted to any Eligible Participants.
7.2 Specificaly, if performance targets are imposed on a Grante at the grant of the relevant
Share Award, the Board wil have regard to the purpose of this Plan in asesing the
reasonablenes and suitability of such performance targets, with reference to factors
including but not limited to, as and when apropriate, the contribution of the relevant
Grante to the core busines activities of the Group, including guaranted home delivery,
debt risk resolution, aset revitalization, long-term busines recovery, and financial
performance, and the factors considered in paragraphs 3.6 and 3.7, the satisfaction of which
17.03(10)
17.03(15)
17.03(17)
17.03(7)
– 17 –
shal be asesed and determined by the Board at its discretion. The performance target(s),
if imposed, may include without limitation (i) individual financial targets such as revenue
or profits generated by the Grante over a defined period; (i) individual non-financial
targets relevant to the Grante’s roles and responsibilities; (i) financial targets of the
Group, whether on a targeted or comparative basis; (iv) non-financial targets of the Group
such as the Group’s strategic objectives, operational targets and plans for future
development; and (v) any other performance targets that the Board may apropriately
determine in its sole and absolute discretion. For the avoidance of doubt, the Share Award
to be granted to a Grante may be alocated over one or more vesting period(s) and if the
relevant vesting conditions in respect of a particular period are not met at al, the relevant
Share Award in respect of such particular period shal not vest. In adition, in respect of
one or more vesting period(s), diferent performance target levels may be set. The higher
the performance target level is atained, the more Share Awards shal vest at the end of the
relevant vesting period, and such details (including the amount of Share Awards to be
vested at each performance target level atained) shal be set out in the Ofer. In other words,
if the highest performance target level as set out in the Ofer is not atained, only the
relevant Share Award coresponding to the relevant lower performance target level atained
shal vest, and the remaining Share Award shal not vest at the end of the relevant vesting
period.
8. CLAWBACK MECHANISM
8.1 If the clawback mechanism is prescribed, at the Board’s discretion, on a Grante at the
grant of the relevant Share Award, in the event that:
(a) a Grante’s employment has ben terminated sumarily;
(b) a Grante has ben convicted of any criminal ofence involving his or her integrity or
honesty; or
(c) a Grante has ben involved in any wrongdoing that brings the Group into disrepute or
causes damages to the Group; or
(d) the ocurence of other circumstances described in paragraph 6.6(3), 6.6(4) or 6.6(5),
any outstanding Share Awards not yet vested shal be imediately forfeited, unles the
Board determines otherwise at its discretion. If the Board exercises such discretion, it may
give (but is not obliged to) the relevant Grante writen notice and the Board’s
interpretation of and determination shal be final, conclusive and binding.
8.2 The Share Awards that are clawed back pursuant to paragraph 8.1 wil lapse and wil not
be regarded as utilized for the purpose of calculating the Plan Mandate Limit and may be
used to grant to other Eligible Participants.
9. EARLY TERMINATION OF EXERCISE PERIOD
9.1 The Exercise Period in respect of any Share Award shal automaticaly terminate and that
Share Award (to the extent not yet vested) shal automaticaly lapse on the earliest of:
- , the expiry of the Exercise Period;
17.03(12)
17.03(19)
– 18 –
- ;
- ; and
(4) the date of the grant of a winding-up order against the Company.
9.2 A resolution of the Board to the efect that the employment or directorship of a Grante has
or has not ben terminated on one or more of the grounds specified in paragraph 6.6(3) or
6.6(4) shal be conclusive and binding on the Grante.
10. SCHEME LIMITS AND ADITIONAL APROVALS
10.1 Subject to the Listing Rules:
The Plan Mandate Limit
- , the total number of Shares which may be isued
(including any transfer of treasury shares of the Company) in respect of al Share
Awards which may be granted at any time under this Plan (the “Plan Mandate
Limit”) together with options and awards which may be granted under any other
schemes of the Company shal not exced 1,146,984,354 Shares. Share Awards
lapsed in acordance with the terms of this Plan (and other schemes of the Company)
wil not be regarded as utilised for the purpose of calculating the Plan Mandate Limit;
(2) the Board may grant new Share Awards to Eligible Participants over a period of
five years or more from the Restructuring Efective Date, of which:
(i) Share Awards in respect of up to 20% of the Total Plan Cap may be granted on
or before the first aniversary of the Restructuring Efective Date; and
(i) aditional Share Awards in respect of up to 20% of the Total Plan Cap may be
granted on or before each aniversary of the Restructuring Efective Date thereafter,
ending on the fifth aniversary of the Restructuring Efective Date,
provided that any unused quota in the prior year may be caried forward to and
utilised in the subsequent years.
(3) if the Company conducts a share consolidation or sub-division after the Plan
Mandate Limit has ben aproved in general meting, the maximum number of
Shares that may be isued in respect of al options and awards to be granted under
al of the schemes of the Company under the Plan Mandate Limit as a percentage
of the total number of isued Shares at the date imediately before and after such
consolidation or sub-division shal be the same, rounded to the nearest whole share;
Refreshment
- , the Company may sek aproval of the
Shareholders in a general meting of the Company to refresh the Plan
Mandate Limit under this Plan on or after the third (3
rd
) aniversary of the
date of the Shareholders’ aproval for the last refreshment or the Adoption
17.03(3)
17.03B(1)
17.03C
(1)(a)(b)(c)
17.03(2)
| 17.03(4) |
|---|
| 17.03D(1) |
| 17.03D(2) |
– 19 –
Date. The Plan Mandate Limit (as refreshed) shal not exced the Total Plan
Cap, and the total number of Shares which may be isued upon exercise of
al (i) the Share Awards under this Plan and (i) the options and awards to
be granted under any other schemes of the Company as “refreshed” must not
exced 10% of the Shares in isue (excluding treasury shares) as at the date
of aproval of the refreshment. For the purpose of seking aproval of
the Shareholders under this paragraph 10.1(4), the Company must send
a circular to the Shareholders containing the information required under the
Listing Rules; and
(b) any refreshment within any thre (3)-year period shal be subject to
independent Shareholders’ aproval pursuant to Rule 17.03C(1)(b) and (c)
of the Listing Rules;
Grant in exces of the Plan Mandate Limit
(5) the Company may sek separate aproval of the Shareholders in a general meting
of the Company for granting Share Awards exceding the Plan Mandate Limit
provided that the Share Awards in exces of the Plan Mandate Limit are granted
only to Eligible Participants specificaly identified by the Company before such
aproval is sought, and provided further that the total number of Shares which may
be isued (including any transfer of treasury shares of the Company) in respect of
al Share Awards (excluding Share Awards lapsed in acordance with the terms of
this Plan) which may be granted at any time under this Plan shal not exced the
Total Plan Cap (the “Total Isuance Restriction”). For the purpose of seking
aproval of the Shareholders under this paragraph 10.1(5), the Company must send
a circular to the Shareholders containing a generic description of the specified
Eligible Participants who may be granted such Share Awards, the number and terms
of the Share Awards to be granted, the purpose of granting Share Awards to the
specified Eligible Participants with an explanation as to how the terms of the Share
Awards serve such purpose, and such other information as required under the
Listing Rules. The number and terms (including the Purchase Price) of the Share
Awards to be granted to such Eligible Participant must be fixed before the
Shareholders’ aproval;
The 1% individual limit
(6) (a) where any grant of a Share Award to an Eligible Participant would result in
the Shares isued and to be isued (including any transfer of treasury shares
of the Company) in respect of al options and awards granted to such Eligible
Participant (excluding any options and awards lapsed in acordance with
the terms of the relevant schemes) in the twelve (12)-month period up to
and including the date of such grant representing in agregate exceding 1%
of the Shares in isue (excluding treasury shares), such grant must be
separately aproved by the Shareholders in a general meting of the Company
with such Eligible Participant and the person’s close asociates (or
asociates if the Eligible Participant is a conected person) abstaining from
voting; and
(b) the Company must send a circular to the Shareholders and the circular must
disclose the identity of the Eligible Participant, the number and terms of the
17.03C(3)
– 20 –
Share Awards to be granted (and Awards previously granted to such Eligible
Participant during the twelve (12)-month period), the purpose of granting the
Share Awards to the Eligible Participant, an explanation as to how the terms
of the Share Awards serve such purpose and such information as may be
required by the Stock Exchange from time to time. The number and terms
of the Share Award to be granted to such Eligible Participant must be fixed
before the Shareholders’ aproval.
Ofer to a Director, chief executive of the Company or substantial shareholder, or any of their
respective asociates
10.2 Any grant of a Share Award to any of the Directors, chief executive of the Company or
substantial shareholder, or any of their respective asociates must be aproved by the
independent non-executive Directors (excluding any independent non-executive Director
who or whose asociate is the proposed Grante of the Share Award).
10.3 (a) (i) Where any grant of a Share Award to an independent non-executive
Director or a substantial shareholder of the Company, or any of their
respective asociates, would result in the Shares isued and to be isued
(including any transfer of treasury shares of the Company) in respect of al
options and awards granted (excluding any options and awards lapsed in
acordance with the terms of the relevant schemes) to such person in the
twelve (12)-month period up to and including the date of such grant
representing in agregate over 0.1% of the Shares in isue (excluding
treasury shares), or
(i) where any grant of Share Awards to any Director (other than an independent
non-executive Director) or chief executive of the Company, or any of their
respective asociates, would result in the Shares isued and to be isued
(including any transfer of treasury shares of the Company) in respect of al
awards granted (excluding any awards lapsed in acordance with the terms
of the relevant schemes) to such person in the 12-month period up to and
including the date of such grant representing in agregate over 0.1% of the
Shares in isue (excluding treasury shares) at the date of such grant,
such grant of Share Award must be aproved by the Shareholders in a general
meting of the Company.
(b) The Company must send a circular to the Shareholders. The circular must contain
the information required under the Listing Rules.
(c) The Grante, his asociates and al core conected persons of the Company must
abstain from voting in favour of the proposed grant at such general meting. Parties
that are required to abstain from voting in favour of the proposed grant at the general
meting of the Company pursuant to the Listing Rules may vote against the
resolution at the general meting of the Company, provided that their intention to do
so has ben stated in the relevant circular to the Shareholders.
(d) Any vote taken at the general meting of the Company to aprove the grant of such
Share Award must be taken on a pol and comply with the requirements under the
Listing Rules.
17.04(1)
17.04(3)
17.04(2)
17.04(4)
17.04(5)
17.04(4)
– 21 –
10.4 Any change in the terms of Share Awards granted to an Eligible Participant who is a
director, chief executive or substantial shareholder of the Company, or any of their
respective asociates must be aproved by the Shareholders in the maner as set out in Rule
17.04(4) of the Listing Rules if the initial grant of the Share Awards requires such aproval
(except where the changes take efect automaticaly under the existing terms of this Plan).
10.5 Aplications shal be made by the Company to the Listing Comite (as defined in the
Listing Rules) for the listing of and the permision to deal in any Shares that may fal to be
aloted and isued under this Plan.
11. REORGANISATION OF CAPITAL STRUCTURE
11.1 In the event of any alteration in the capital structure of the Company whilst any Share
Award remains exercisable or this Plan remains in efect, and such event arises from a
capitalisation isue, rights isue, consolidation, sub-division or reduction of the share
capital of the Company (other than an isue of Shares as consideration in respect of a
transaction), then, in respect of any such adjustments (other than any made on a
capitalisation isue) the Company shal instruct the Auditors or independent financial
adviser to certify in writing to the Board the adjustment, if any, that ought in their opinion
fairly and reasonably to be made either generaly or as regards any particular Grante, to
the number or nominal amount of Shares to which this Plan or any Share Awards
relates (insofar as it is/they are unexercised),
and an adjustment as so certified by the Auditors or the independent financial adviser shal
be made, provided that:
(a) no such adjustment shal be made the efect of which would be to enable a Share
to be isued at les than its nominal value;
(b) any such adjustment shal be made on the basis that a Grante shal be given the
same proportion of the isued share capital of the Company for which such Grante
would have ben entitled to subscribe or purchase had the person exercised al the
Share Awards held by him imediately prior to such event (as interpreted in
acordance with FAQ13 – No. 16 (the “FAQ”) and the related Apendix 1 entitled
“Suplementary Guidance on MB Rule 17.03(13) / GEM Rule 23.03(13) and the
Note to the Rule” published by the Stock Exchange (the “Suplemental
Guidance”) or any further or updated guidance or interpretation of the Listing
Rules isued by the Stock Exchange from time to time);
(c) the isue of securities of the Company for cash or as consideration in a transaction
shal not be regarded as a circumstance requiring any such adjustment; and
(d) in respect of any such adjustments, the Auditors or the independent financial adviser
must confirm to the Board in writing that the adjustments satisfy the requirements
set out in the above, the requirements of Rule 17.03(13) of the Listing Rules, the
FAQ, any relevant provisions of the Listing Rules and any guidance/interpretation
of the Listing Rules isued by the Stock Exchange and the note thereto from time
to time.
17.03(18)
Note (1)
to 17.04
17.03(13)
– 22 –
Subject to the above principles and certification procedures and any further or updated
guidance or interpretation of the Listing Rules isued by the Stock Exchange from time
to time, the default method of adjustment is set out below:
- , the Company would calculate the
adjusted number of Share Awards by aplying the formula prescribed (and as updated
from time to time) by the Stock Exchange in section I entitled “Capitalisation or Bonus
Isue and Rights Isue or Open Ofer of Shares” of the Suplemental Guidance
published by the Stock Exchange, set out below:
New number of Share Awards = Existing Share Awards x F
Where
F = CUM / TEP
CUM = Closing price as shown in the daily quotation shet of the Stock Exchange on
the last day of trading before going ex-entitlement
TEP (Theoretical ex entitlement price) =
CUM + [M x R]
1 + M
M = Entitlement per existing Share
R = Subscription price
- , the Company would
calculate the adjusted number of Share Awards by aplying the formula prescribed (and
as updated from time to time) by the Stock Exchange in section I entitled “Subdivision
or Consolidation of Shares” of the Suplemental Guidance, set out below:
New number of Share Awards = Existing Share Awards x F
Where F = Subdivision or consolidation factor
Any dispute arising in conection with the number of Shares of a Share Award and any
of the maters refered to this section shal be refered to the decision of the ’Auditors
or the independent financial advisers of the Company who shal act as experts and not
as arbitrators and whose decision, in the absence of manifest eror, shal be final,
conclusive and binding on al persons who may be afected thereby.
11.2 If there has ben any alteration in the capital structure of the Company as refered in
paragraph 11.1, the Company shal, upon receipt of a notice from a Grante in acordance
with paragraph 6.3, inform the Grante of such alteration and shal either inform the
Grante of the adjustment to be made in acordance with the certificate of the Auditors or
the independent financial adviser obtained by the Company for such purpose, or if no such
certificate has yet ben obtained, inform the Grante of such fact and instruct the Auditors
or an independent financial adviser as son as practicable thereafter to isue a certificate in
that regard in acordance with paragraph 11.1.
11.3 In giving any certificate under this paragraph 11, the Auditors and independent financial
| 17.03(18) |
|---|
| 17.03(18) |
– 23 –
adviser shal be demed to be acting as experts and not as arbitrators and their certificate
shal, in the absence of manifest eror, be final, conclusive and binding on the Company
and al persons who may be afected thereby.
12. VOTING OF UNVESTED SHARES
12.1 The Truste holding unvested Award Shares, whether directly or indirectly, shal abstain
from voting on maters that require Shareholders’ aproval under the Listing Rules, unles
otherwise required by law to vote in acordance with the beneficial owner’s direction and
such direction is given.
13. CANCELATION OF SHARE AWARDS
13.1 Subject to paragraph 6.6, the Board may, with the consent of the relevant Grante, cancel any
Share Award granted but not yet vested on such terms and conditions as the Board may in
its absolute discretion se fit and in a maner that complies with al aplicable legal
requirements for such cancelation.
13.2 Where the Company cancels any outstanding Share Awards and makes a new grant to the
same Grante, such new grant may only be made under this Plan with the available limit
aproved by the Shareholders as set out in paragraph 10.1. The Share Awards canceled wil
be regarded as utilised for the purpose of calculating the Plan Mandate Limit in paragraph
10.1.
14. SHARE CAPITAL
The exercise of any Share Award shal be subject to the Company having suficient share
capital for the alotment and isuance of the Shares that may fal to be aloted and isued
upon exercise of the Share Award.
15. ALTERATION OF THIS SCHEME
This Plan may be altered in any respect by a resolution of the Board provided that:
(a) any alteration to the terms and conditions of this Plan which is of a material nature or
any alteration in relation to any mater contained in Rule 17.03 of the Listing Rules
to the advantage of the Eligible Participants must be aproved by the shareholders
of the Company in a general meting of the Company;
(b) any change to the terms of Share Awards granted to a Grante must be aproved by
the Board, the Remuneration Comite, the independent non-executive Directors
and/or the Shareholders (as the case may be) if the initial grant of the Share Awards
was aproved by the Board, the Remuneration Comite, the independent non-
executive Directors and/or the Shareholders (as the case may be) (except any
changes which take efect automaticaly under the terms of this Plan);
(c) any change to the authority of the Directors or the administrator of this Plan to alter
the terms of this Plan must be aproved by the shareholders of the Company in a
general meting of the Company;
(d) the amended terms of this Plan or the Share Awards shal remain in compliance
17.03(14)
17.05A
– 24 –
with Chapter 17 of the Listing Rules;
(e) the Plan Mandate Limit (as amended or refreshed) shal not exced the Total Plan
Cap; and
(f) the folowing provisions shal not be altered, modified, removed or waived:-
(i) the definition of “Eligible Participant(s)”;
(i) the Seling Restriction in paragraph 6.8;
(i) paragraph 10.1(2);
(iv) the Total Isuance Restriction in paragraph 10.1(5); and
(v) subparagraphs (e) and (f) of this paragraph 15.
.
16. TERMINATION
16.1 The Company by the aproval of the Board may at any time terminate the operation of this
Plan. In such event, no further Share Awards wil be ofered but in al other respects, the
provisions of this Plan shal remain in force to the extent necesary to give efect to the
exercise of any Share Awards granted prior thereto or otherwise as may be required in
acordance with the provisions of this Plan and the Share Awards granted prior to such
termination shal continue to be valid and exercisable in acordance with this Plan.
16.2 Upon termination of this Plan:
(a) no further grant of Award Shares may be made under this Plan;
(b) al the granted but unvested Award Shares under this Plan shal continue to be held
by the Truste and become vested in the Grantes acording to the conditions of the
Share Awards, subject to the procedures in paragraph 6 being satisfied;
(c) Returned Shares and al other Shares remaining in the Trust shal, at the discretion
of the Board, be sold or transfered to any other trust(s) established for the purpose
of any share scheme(s) of the Company in which Eligible Participants may
participate (regardles of whether persons other than Eligible Participants may also
participate) or (if there is no such other trust(s) at the time of termination of this
Plan) to any other person, within 30 days (on which the trading of the Shares has
not ben suspended) of the date of the termination of this Plan (or such longer period
as the Board may otherwise determine); and
(d) the net proceds of sale refered to in paragraph 16.2(c) and al other funds and
properties remaining in the Trust (after making apropriate deductions in respect of
al disposal costs, liabilities and expenses) shal be remited to the Company
forthwith. For the avoidance of doubt, the Truste may not transfer any Shares to
the Company nor may the Company otherwise hold any Shares whatsoever (other
than its interest in the proceds of sale of such Shares pursuant to paragraph 16.2(c).
17.03(16)
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17. MISCELANEOUS
17.1 This Plan shal not form part of any contract of employment or services betwen any
member of the Group or Related Entity on the one part and any Eligible Participant on the
other part. The rights and obligations of any such Eligible Participant under the terms of
his ofice or employment or provision of services shal not be afected by his participation
in this Plan or any right which the person may have to participate in it and this Plan shal
aford such an Eligible Participant no aditional rights to compensation or damages in
consequence of the termination of such ofice or employment or provision of services for
any reason.
17.2 This Plan shal not confer on any person any legal or equitable rights (other than those
constituting the Share Awards themselves) against any member of the Group or any Related
Entity directly or indirectly or give rise to any cause of action at law or in equity against
any member of the Group or any Related Entity.
17.3 The Company shal bear the costs of establishing and administering this Plan, including
any costs of the Auditors and the independent financial advisers in relation to the
preparation of any certificate by them or providing any other service in relation to this Plan.
17.4 Any direct costs and expenses arising on the vesting and isue of the Award Shares to or
for the benefit of a Grante shal be borne by the Company.
17.5 Any duty or other costs and expenses arising on the sale of the Award Shares and payment
of the Actual Sale Proceds or economic benefits as contemplated by paragraph 6.3(2)(i)
or paragraph 6.3(2)(iv) shal be borne by the Grante and deducted from the amount
payable to the Grante pursuant to paragraph 6.3(2)(i) or paragraph 6.3(2)(iv).
17.6 A Grante shal pay al tax and discharge al other liabilities to which the person may become
subject as a result of his participation in this Plan or the aceptance of an Ofer or the
exercise of any Share Award. The Company wil not be responsible for any tax or other
liability to which a Grante may become subject as a result thereof.
17.7 The Company and its subsidiaries may withold such amount and make such arangements
as it considers necesary to met any liability to taxation or social security contributions in
respect of Share Awards or Award Shares.
17.8 Any notice or other comunication betwen the Company and the Grante in conection
with this Plan may be given by sending the same:
- , by prepaid post or personal delivery to its principal place of
busines in Hong Kong at the time or such other adres as notified to the Selected
Participant from time to time; and
- , by prepaid post, personal delivery or email to postal adres, home
adres or work e-mail adres to the records of the Company or such other adres
as the Company considers apropriate.
Any notice or other comunication if sent by the Grante shal be irevocable and shal not
be efective until actualy received by the Company. Any notice or other comunication if
– 26 –
sent to the Grante shal be demed to be given or made:
(a) one (1) day after the date of posting, if sent by mail;
(b) seven (7) days after the date of posting to an adres in a diferent teritory;
(c) upon completion of transmision if sent by facsimile or other form of electric
transmisions; and
(d) when delivered, if delivered by hand.
17.9 A Grante shal, before acepting an Ofer or exercising his Share Award, obtain al
necesary consents and aprovals that may be required to enable him to acept the Ofer or
to exercise the Share Award and the Company to alot and isue or deliver to him in
acordance with the provisions of this Plan the Shares faling to be aloted and isued or
delivered upon the exercise of his Share Award. By acepting an Ofer or exercising his
Share Award, the Grante thereof is demed to have represented to the Company that the
person has obtained al such consents and aprovals. Compliance with this paragraph shal
be a condition precedent to an aceptance of an Ofer by a Grante and an exercise by a
Grante of his Share Award. The Company wil not grant any Share Award or vest any
Award Shares to a Grante unles, if so requested by the Company, the Grante proves to
the satisfaction of the Company that al such consents or registrations have ben obtained
or made. Each Grante indemnifies and holds harmles the Group or Related Entity against
any action, claim, demand, investigation, los, liability, damages or fine made or brought
and al costs, fes and expenses relating thereto against any member of the Group or
Related Entity which results or may have resulted from his/her failure to obtain the
necesary consents and file the necesary registrations.
17.10 By acepting an Ofer a Grante shal be demed irevocably to have waived any
entitlement, by way of compensation for los of ofice or otherwise howsoever to any sum
or other benefit to compensate him for los of any rights under this Plan.
18. GOVERNING LAW
This Plan and al the Share Awards granted hereunder are governed by and shal be construed
in acordance with the laws of Hong Kong.