00057 震雄集团 展示文件：二零二五年购股权计划
CHEN HSONG HOLDINGS LIMITED
震
雄
集
团
有
限
公
司
(Incorporated in Bermuda with limited liability)
(Stock Code: 00057)
RULES RELATING TO
THE 2025 SHARE OPTION SCHEME
(Adopted on [*] 2025)
TABLE OF CONTENTS
Clause Page
1. DEFINITIONS . 1
2. CONDITIONS . 4
3. PURPOSE, DURATION AND ADMINISTRATION . 4
4. GRANT OF OPTIONS . 6
5. SUBSCRIPTION PRICE . 8
6. EXERCISE OF OPTIONS . 8
7. LAPSE OF OPTIONS . 11
7A. CLAWBACK MECHANISM . 13
8. MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION . 13
9. MAXIMUM ENTITLEMENT OF SHARE OF EACH ELIGIBLE PARTICIPANT 15
10. REORGANISATION OF CAPITAL STRUCTURE . 16
11. SHARE CAPITAL. 17
12. DISPUTES . 17
13. ALTERATION OF THE SCHEME . 17
14. TERMINATION . 18
15. CANCELATION OF OPTIONS GRANTED BUT NOT YET EXERCISED. 18
16. MISCELANEOUS . 19
CHEN HSONG HOLDINGS LIMITED
Rules Relating to the 2025 Share Option Scheme
1. DEFINITIONS
1.1 In this Scheme the folowing expresions have the folowing meanings:
“Adoption Date” the date on which this Scheme is aproved and adopted
by the Shareholders in general meting;
“Alotment/Transfer Date” the date on which Shares are aloted or Treasury Shares
are transfered to the Grante (or his Personal
Representatives) pursuant to the Option granted and
exercised hereunder;
“Asociate” has the meaning ascribed to it in the Listing Rules;
“Auditors” the auditors for the time being of the Company;
“Board” the board of Directors or a duly authorised comite
thereof;
“Busines Day” any day (other than a Saturday, Sunday or public
holiday) on which banks in Hong Kong are open for
the transaction of normal busines but excluding any
day in Hong Kong on which a typhon signal number 8
or above or a “black” rainstorm warning is hoisted at
any time betwen 9:00 a.m. and 5:00 p.m.);
“Bye-Laws”
the bye-laws of the Company, as amended from time to
time;
“Chairman of the Board”
the chairman of the Board;
“Chief Executive”
has the meaning ascribed to it in the Listing Rules;
“Close Asociate” has the meaning ascribed to it in the Listing Rules;
“Company” Chen Hsong Holdings Limited, a company incorporated
in Bermuda with limited liability, the Shares of which are
listed on the Main Board of the Stock Exchange;
“Conected Person” has the meaning ascribed to it in the Listing Rules;
“Core Conected Person” has the meaning ascribed to it in the Listing Rules;
“Date of Grant” the date on which an Option is ofered to an Eligible
Participant (unles otherwise specified in the terms of
the Leter of Grant);
“Director(s)” the director(s) of the Company;
“Eligible Participant” any director or employe of, or any person who has
acepted an employment ofer (whether ful time or
part time) from, or who is being granted Options as an
inducement to enter into employment contract with,
the Company or any Member of the Group;
“Expert” means the Auditors or an independent financial
advisor selected and apointed by the Company, and
acting as expert, at the cost of the Company;
“Grante” any Eligible Participant who acepts an Ofer in
acordance with the terms of this Scheme;
“Group” the Company and its subsidiaries and the term “Group
Company” and “Member of the Group” shal be
construed acordingly;
“HK$” Hong Kong dolars, the lawful curency of Hong Kong;
“Hong Kong” the Hong Kong Special Administrative Region of the
People’s Republic of China;
“Inside Information” has the meaning ascribed to it in the Listing Rules;
“Leter of Grant” the ofer and aceptance leter betwen the Company
and the Grante evidencing the terms and conditions
of the grant of Option(s);
“Listing Rules” the Rules Governing the Listing of Securities on the
Stock Exchange, as amended from time to time;
“Ofer” an ofer for the grant of Option(s) made in acordance
with paragraph 4;
“Option(s)” an option to subscribe for Shares granted pursuant to
this Scheme;
“Option Period” in respect of any particular Option, the period to be
determined by the Board at its absolute discretion and
notified by the Board to each Grante as being the period
during which an Option may be exercised, such
period shal not be more than ten (10) years from the
Date of Grant;
“Other Share Scheme” at any time, any other share scheme (as defined in
Chapter 17 of the Listing Rules) adopted by the
Company pursuant to Chapter 17 of the Listing Rules
which is then operational;
“Personal
Representative(s)”
the person or persons who, in acordance with the
laws of sucesion aplicable in respect of the death of
a Grante, shal represent, manage or administer the
estate of the deceased Grante;
“Remuneration
Comite”
the remuneration comite of the Board;
“Renewal Mandate”
has the meaning ascribed to it in paragraph 8.3;
“Scheme” this Share Option Scheme in its present form or as
amended from time to time;
“Scheme Mandate Limit” has the meaning ascribed to it in paragraph 8.1;
“Shareholder” a holder of Shares;
“Share(s)” ordinary share(s) of the Company, or if there has ben
a subdivision, consolidation, reclasification of or
reconstruction of the share capital of the Company,
shares forming part of the ordinary share capital of
the Company of such other nominal amount as shal
result from any such subdivision, consolidation,
reclasification or reconstruction;
“Stock Exchange” The Stock Exchange of Hong Kong Limited;
“Subscription Price” the price per Share at which a Grante may subscribe
for Shares on the exercise of an Option;
“Substantial Shareholder” has the meaning ascribed to it in the Listing Rules;
“Tax Liability” means the amount of salaries or other tax and/or social
security contributions payable by a Grante for which
the Company or any Member of the Group is required to
acount to any competent authority by virtue of or in
consequence of the grant of an Option or the exercise
of an Option;
“Treasury Shares” has the meaning ascribed to it in the Listing Rules;
“Vesting” in relation to any Option, means the time from which
the Option Period comences, subject to the terms of
this Scheme. “Unvested”, “Vest”, “Vests” and
“Vested” shal be construed acordingly;
“Vesting Schedule” timeline(s) that specify when the Eligible Participant can
vest the Option as set out in the Leter of Grant; and
“%” per cent.
1.2 In this Scheme:
(a) unles otherwise specified, any reference to a paragraph or section is a reference
to a paragraph or section of this Scheme; and
(b) any reference to a person includes an individual, a body corporate, a partnership,
any other unincorporated body or asociation of persons and any state or state
agency.
1.3 In this Scheme:
(a) words importing the plural include the singular and vice versa;
(b) words importing a gender include every gender; and
(c) references to any statute or statutory provision shal be construed as references
to such statute or statutory provision as respectively amended, consolidated or
re- enacted, or as its operation is modified by any other statute or statutory
provision (whether with or without modification), and shal include any
subsidiary legalisation enacted under the relevant statute.
1.4 The headings and contents in this Scheme do not afect its interpretation.
2. CONDITIONS
This Scheme shal take efect upon the fulfilment of the folowing conditions:
(a) the pasing of the necesary resolution(s) by the Shareholders in general
meting for aproving the adoption of this Scheme; and
(b) the Stock Exchange granting aproval for the listing of, and permision to deal
in, the Shares to be aloted and isued by the Company pursuant to the exercise
of Options in acordance with the terms and conditions of this Scheme.
3. PURPOSE, DURATION AND ADMINISTRATION
3.1 The purpose of this Scheme is to enable the Company to grant Options to selected
Eligible Participants as retention incentives or rewards for their contributions to the
Group, to atract suitable personel to enhance the development of the Group and to
align the interests of the Grantes generaly with those of the Shareholders for the
benefit of the medium to long term development of the Group.
3.2 Subject to paragraph 14, the Listing Rules, the Bye-Laws and any aplicable laws and
other regulations from time to time in force, this Scheme shal be valid and efective
for a period of ten (10) years comencing on the Adoption Date, after which period no
further Options wil be granted but in al other respects the provisions of this Scheme
shal remain in ful force and efect. Al Options granted prior to such termination shal
remain valid and may continue to be exercisable in acordance with their terms of isue
and subject to the terms of this Scheme.
3.3 This Scheme shal be subject to the administration of the Board whose decision (save
as otherwise provided herein) shal be final and binding on al parties.
3.4 Subject to the provisions of the Listing Rules, the Bye-Laws and any aplicable laws
and other regulations from time to time in force and without prejudice to the generality
of the foregoing, the Board may, in its sole and absolute discretion and based on such
factors as it shal consider relevant, subject to the recomendation or aproval of the
Remuneration Comite, and to the extent aplicable, Shareholders under paragraphs
8.1, 9.2, 9.3, and/or 13.3, grant Options on such terms and subject to such conditions as
it thinks fit and may specify those circumstances, if any, in which such terms and
conditions shal be waived or treated as waived. Without prejudice to the generality of
the foregoing, the Board may:
(a) grant Options to those Eligible Participants whom it shal select from time to
time, which shal be based on, amongst other things, individual performance,
time comitment, responsibilities or employment conditions acording to the
prevailing market practice and industry standard, length of employment with
the Group, individual contribution, or potential contribution to the development
and growth of the Group by the Eligible Participant;
(b) determine the date of the grant of the Option;
(c) determine the number of Shares to be subject to the Option;
(d) determine (subject to compliance with paragraph 9.3) the terms and conditions
of any Option being ofered or granted under this Scheme including:
(i) the minimum period for which any Option must be held before it Vests,
which shal not be les than twelve (12) months unles paragraph 6.5
aplies;
(i) the performance, operating and financial targets and other criteria, if any,
to be satisfied before the Options can be exercised (which may be
imposed in adition to the Vesting Schedule) provided that any Vesting
of the Options shal be subject to the prior aproval of the Chairman of
the Board at his sole and absolute discretion after fulfiling al Vesting
conditions (if any);
(i) the Subscription Price;
(iv) the period, if any, during which Shares aloted and isued or the
Treasury Shares transfered upon exercise of the Option shal be subject
to restrictions on dealings, and the terms of such restrictions;
(v) the notification period, if any, to be given to the Company of any
intended sale of Shares after exercise of the Option;
(e) aprove the form of Leter of Grant;
(f) construe and interpret the terms of this Scheme and the Options granted
pursuant to this Scheme, which absent manifest eror, shal be binding to al the
Grantes;
(g) adopt and implement such administrative procedures as may be apropriate in
respect of or to facilitate the grant and exercise of the Options and the
implementation of this Scheme;
(h) subject to the other provisions of this Scheme, prescribe, amend and rescind
rules and regulations relating to this Scheme;
(i) subject to the other provisions of this Scheme, vary the terms and conditions of
any Leter of Grant, including waiving or amending (in whole or in part) any
conditions to which Options are subject; and
(j) do al other acts, maters and things as are necesary or expedient to give efect
to this Scheme and the Options to be granted under this Scheme.
3.5 The Company may from time to time, at its sole discretion, engage other service
providers to provide services (by way of an online platform or any other means) to the
Company in conection with the implementation of this Scheme, the exercise of the
Options to be granted under this Scheme and al other maters incidental thereto. In
respect of the specific service for which a service provider has ben so apointed and
notified to the Grantes, notices, acts, maters or things to be given or done by or to the
Company under this Scheme or the Leter of Grant may instead be given or done, by or
to such service providers. In respect of any service provider apointed by the Company
to facilitate the exercise by the Grantes of their Options and the disposal of Shares
thereby isued, each Grante electing to use such services of the service provider shal
bear al costs and expenses asociated with his or her exercise of his or her Options,
disposal of the Shares and using the custodian services of the service provider.
Acordingly, for an exercise of an Option pursuant to paragraph 6.4 to be valid, a
Grante so electing shal also provide a remitance for the ful amount of (i) the handling
fe and disbursements (if any) of such service provided in respect of such exercise; (i)
any estimated Tax Liability for payment to the relevant taxation authorities and an
irevocable undertaking to make up any shortfal on demand or (if agred by the
Company or the relevant Member of the Group) in lieu of a remitance an irevocable
undertaking to pay and authorisation to aply proceds of sale of the Shares
imediately folowing isue and alotment first towards the payment to the Company
or the relevant Member of the Group such Tax Liability. The undertakings and
authorisation shal be in such form as may be aproved by the Board from time to time.
4. GRANT OF OPTIONS
4.1 On and subject to the terms of this Scheme, the Listing Rules, the Bye-Laws and any
aplicable laws and other regulations from time to time in force, and subject to
paragraph 4.2, the Board may at any time within ten (10) years comencing on the
Adoption Date ofer the grant of an Option to any Eligible Participant as the Board may
in its absolute discretion select. Any such Ofer shal be reviewed and, if considered fit,
aproved by the Remuneration Comite.
4.2 An Ofer shal be made by the Board in writing in a Leter of Grant. A Leter of Grant
shal be in such form as the Board may from time to time determine and shal specify:
(a) the number of Options in respect of which the Ofer is made;
(b) the date of Vesting or Vesting Schedule;
(c) such other terms and conditions to which the Options shal be subject, including
any of the maters refered to in paragraph 3.4 to the extent aplicable; and
(d) that the Grante is to undertake to hold the Options on the terms upon which it
is being granted and to be bound by the provisions of this Scheme.
4.3 An Ofer may be made only on a Busines Day. No Ofer may however be made:
(a) when the Company and/or any Director is in posesion of Inside Information
until (and including) the trading day after the Company has anounced the
Inside Information;
(b) during the period of thirty (30) days imediately before the earlier of:
(i) the date of the Board meting (as such date is first notified to the Stock
Exchange under the Listing Rules) for the aproval of the Company’s
results for any year, half-year, quarterly or any other interim period
(whether or not required under the Listing Rules); and
(i) the deadline for the Company to publish an anouncement of 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. No options may be granted during
any period of delay in publishing a results anouncement.
Without prejudice to the above, no Ofer may be made to any Director in any period
during which Directors are prohibited from dealing in the securities of the Company
pending the publication of results of the Company under the Listing Rules.
4.4 An Ofer shal remain open for aceptance by the Eligible Participant concerned (and
by no other person, including his Personal Representatives) for a period of forty-five
- , or for such other period as the Board
may specify in writing and notify to the Eligible Participant concerned, which period
shal not in any event exced sixty (60) days from the Date of Grant (inclusive of the
Date of Grant). To the extent that the Ofer is not acepted within the aceptance period
and in the maner indicated in the Leter of Grant, it shal be demed to have ben
irevocably declined.
4.5 An Option shal be demed to have ben granted and acepted on the Date of Grant
provided that the Eligible Participant concerned signs the counterpart of the Leter of
Grant and such signed counterpart is received by the Company at the place specified in
the Leter of Grant, and a remitance in favour of the Company of HK$1.00 by way of
consideration for the grant thereof is received by the Company within the aceptance
period refered to in paragraph 4.5. Such remitance shal in no circumstances be
refundable. For the avoidance of doubt, an Ofer may not be acepted by a person who
has ceased to be an Eligible Participant after the Ofer has ben made and prior to
aceptance of the Ofer.
4.6 Any Ofer may be acepted in respect of les than the number of Shares for which it is
ofered provided that it is acepted in respect of a number of Shares equal to a board lot
for trading of the Shares on the Stock Exchange from time to time or an integral multiple
thereof.
5. SUBSCRIPTION PRICE
The Subscription Price shal, subject to any adjustments made pursuant to the terms of
this Scheme, be determined by the Board and notified to an Eligible Participant and
shal be at least the higher of:
(a) the closing price of the Shares as stated in the Stock Exchange’s daily quotations
shet on the Date of Grant, which must be a Busines Day;
(b) the average closing price of the Shares as stated in the Stock Exchange’s daily
quotation shets for the five (5) Busines Days imediately preceding the Date
of Grant; and
(c) if aplicable, the nominal value of a Share on the Date of Grant,
and as subsequently adjusted pursuant to the terms of this Scheme, if relevant.
6. EXERCISE OF OPTIONS
6.1 An Option shal be personal to the Grante and no Grante shal in any way sel, transfer,
charge, mortgage, encumber or create any interest in favour of any third party over or
in relation to any Option. Any breach of the foregoing shal entitle the Company to
cancel any outstanding Option or part thereof granted to such Grante.
6.2 Unles otherwise imposed by the Board in acordance with paragraph 3.4, no
performance targets are required to be achieved by any Grante before the Options are
capable of being exercised by the Grante.
6.3 A Grante shal be solely liable to pay to the Company or any Member of the Group an
amount equal to the agregate amount of any Tax Liability on twenty-five (25) Busines
Days before the due date for payment by the Company or any Member of the Group in
respect of the Tax Liability. In the event that the exercise of an Option atracts any Tax
Liability, the Option may not be exercised unles the Grante has either:
(a) made a payment to the Company or relevant Member of the Group of an amount
equal to such Tax Liability on or before the date of exercising such Options; or
(b) entered into arangements with the Company or other Member of the Group to
secure the payment of the Tax Liability by authorizing the Company or other
Member of the Group (as the case may be) to sel on his or her behalf of some
or al of the Shares to be isued to the Grante on the exercise of the Option and
authorizing the Company or the Member of the Group (as the case may be) to
pay to the Company or the Member of the Group (as the case may be) the Tax
Liability from the proceds of the sale of such Shares.
6.4 An Option may be exercised in whole or in part by the Grante (or his Personal
Representatives) by giving notice in writing in such form and to such person specified
by the Board stating that the Option is thereby exercised and the number of Shares in
respect of which it is exercised. Each such notice must be acompanied by a remitance
for the ful amount of the Subscription Price for the Shares in respect of which the notice
is given and the handling fe and disbursements. Within forty (40) days after receipt of
the notice and, where aplicable, receipt of the Expert’s certificate pursuant to
paragraph 10.4, the Company shal acordingly alot and isue the relevant number of
Shares credited as fuly paid or transfer the relevant number of Treasury Shares to the
Grante (or his Personal Representatives).
6.5 Subject to as hereinafter provided and to due compliance with the Listing Rules, the
Bye-Laws and any aplicable laws and other regulations from time to time in force and
with its terms and conditions, an Option may be exercised at any time during the Option
Period, provided that:
(a) no Option wil Vest (and therefore not be exercisable) unles al relevant
conditions to which it is subject have ben satisfied, waived or, by the terms of
grant, treated as having ben waived;
(b) if a general ofer by way of takeover (other than by way of scheme of
arangement) is made to al the Shareholders (or al such holders other than the
oferor and/or any person controled by the oferor and/or any person acting in
concert (as defined in the Codes on Takeovers and Mergers and Share Buy-
backs, as amended from time to time) with the oferor) and such ofer becomes
or is declared unconditional in al respects, the Grante (or his Personal
Representatives) shal be entitled to exercise the Option in ful (to the extent not
already exercised) at any time up to the close of such ofer (or any revised ofer);
(c) if an ofer by way of scheme of arangement is made to al Shareholders
pursuant to the Companies Act of Bermuda (as amended from time to time) and
has ben aproved by the necesary number of Shareholders at the requisite
metings, the Grante (or his Personal Representatives) shal be entitled to
exercise the Option in ful (to the extent not already exercised) within such
period as shal be notified by the Company to the Grantes;
(d) if the Company gives a notice to its Shareholders to convene a meting to
consider and, if thought fit, pas a resolution for the voluntary winding-up of
the Company, the Company shal give notice to the Grantes on the same date
as it despatches the notice to each Shareholder of such meting and the Grante
shal be entitled, at any time no later than two (2) Busines Days prior to the
proposed general meting of the Company, to exercise any of his outstanding
Options in whole or in part to the extent which have become exercisable and not
exercised and the Company shal alot and isue Shares or transfer Treasury
Shares to the Grante in not les than one (1) Busines Day before the date on
which such resolution is to be considered and/or pased whereupon he shal
acordingly entitled, in respect of the Shares aloted and isued or the Treasury
Shares transfered to the Grante in the aforesaid maner, to participate in the
distribution of asets of the Company available in liquidation pari pasu with
the holders of Shares in isue on the day prior to the date of such resolution.
Subject thereto, al Options then outstanding shal lapse and determine on the
comencement of winding up;
(e) if a compromise or arangement (other than by way of a scheme of arangement)
betwen the Company and its Shareholders or creditors is proposed for the
purposes of or in conection with a scheme for the reconstruction of or the
amalgamation of the Company with any other company or companies, the
Company shal give notice thereof to the Grante on the same date as it
despatches the notice which is sent to each Shareholder or creditor of the
Company sumoning the meting to consider such a compromise or
arangement, and thereupon the Grante (or his Personal Representative(s) may
forthwith and until the expiry of the period comencing with such date and
ending with the earlier of the date two (2) months thereafter and the date on
which such compromise or arangement is sanctioned by the Court, exercise any
of the Grante’s Options whether in ful or in part (to the extent such Option is
exercisable), but the exercise of an Option as aforesaid shal be conditional upon
such compromise or arangement being sanctioned by the Court and becoming
efective (or such other date as may be determined by the Board and notified to
the Grantes generaly). Upon such compromise or arangement becoming
efective, al Options shal lapse except insofar as previously exercised under
this Scheme. The Company may require the Grante (or his Personal
Representative(s) to transfer or otherwise deal with the Shares isued as a result
of the exercise of Options in these circumstances so as to place the Grante in
the same position as nearly as would have ben the case had such Shares ben
subject to such compromise or arangement;
(f) if the Grante ceases to be an Eligible Participant by reason of il health, injury
or disability (al evidenced to the satisfaction of the Board) or death, then he or
(as the case may be) his Personal Representative(s) may exercise his outstanding
Options (to the extent exercisable but not exercised) within six (6) months after
he so ceases as an Eligible Participant or up to the expiration of the relevant
Option Period, whichever is earlier, and such Option to the extent not so
exercised shal lapse and determine at the end of the said period of six (6)
months or at the expiration of the relevant Option Period, whichever is earlier;
(g) if the Grante ceases to be an Eligible Participant by reason of retirement in
acordance with his contract of employment or service, then he may exercise
his outstanding Option (to the extent exercisable but not exercised) within six
- , if the Board in its
absolute discretion determine, within six (6) months folowing the date of his
sixtieth (60th) birthday where the retirement takes efect prior to such date, and
such Option to the extent not so exercised shal lapse and determine at the end
of the relevant six (6)-month period or at the expiration of the relevant Option,
whichever is earlier;
(h) if the Grante ceases to be an Eligible Participant by reason of voluntary
resignation or dismisal, or upon expiration of his term of directorship or
employment (unles imediately renewed upon expiration), or by termination
of his employment or service in acordance with the termination provisions of
his contract of employment or service by the relevant company otherwise than
by reason of redundancy, then his outstanding Options shal lapse on the date
he so ceases as an Eligible Participant; and
(i) if the Grante ceases to be an Eligible Participants by reason of redundancy, he
may exercise his outstanding Options (to the extent exercisable but not
exercised) within thre (3) months after he so ceases as an Eligible Participant
or up to the expiration of the relevant Option Period, whichever is earlier, and
such Option to the extent not so exercised, shal lapse and determine.
Provided always that in each case the Board in its absolute discretion may decide that
such Option or any part thereof shal not so lapse or determine subject to such
conditions or limitations as it may decide.
6.6 The Shares to be aloted and isued or the Treasury Shares to be transfered to the
Grante upon the exercise of an Option wil be subject to al the provisions of the Bye-
Laws and wil rank pari pasu in al respects with the existing fuly paid Shares in isue
on the Alotment/Transfer Date and acordingly wil entitle the holders to participate
in al dividends or other distributions paid or made after the Alotment/Transfer Date,
except the Grante shal not be entitled to receive any entitlements the record date or
ex- entitlement date for which fals before the Alotment/Transfer Date. For avoidance
of doubt, no dividends (including distributions made upon the liquidation of the
Company) wil be payable and no voting rights wil be exercisable in relation to an
Option that has not ben exercised notwithstanding the satisfaction of any Vesting
periods and/or performance targets (if any).
6.7 The Board may determine in its sole and absolute discretion in relation to any of the
events described in paragraphs 6.5(b) to 6.5(i) a diferent (including earlier) Vesting
date, subject to aplicable legal and regulatory requirements, in order to enable the
Grante to participate in each of those events in respect of Shares referable to his
relevant Options as generaly contemplated under those paragraphs.
7. LAPSE OF OPTIONS
An Option shal lapse automaticaly (to the extent not already exercised) on the earliest
of:
(a) subject to paragraph 7(e), the expiry of the Option Period;
(b) the expiry of any of the periods refered to in paragraphs 6.5 (b), (c), (f), (g), (h)
or (i);
(c) (subject to paragraph 6.5(d) the date of the comencement of the winding-up
of the Company;
(d) the compromise or arangement refered to in paragraph 6.5(e) becoming
efective;
(e) the date on which the Grante ceases to be such an Eligible Participant by reason
of (i) the termination or cesation of his employment or directorship on the
grounds entitling the employer to efect such termination without notice
(including, but not limited to, if he has ben guilty of serious misconduct), or
(i) the Grante has comited any act of bankruptcy, or (i) the Grante has
become insolvent or has made any arangements or composition with his
creditors generaly, or (iv) the Grante has ben convicted of any criminal
ofence which in the opinion of the Board is not trivial or any criminal ofence
which in the opinion of the Board involving his integrity or honesty or has done
something which brings any Member of the Group into disrepute, whether
pursuant to the terms of the contract of employment of the Grante or otherwise,
or the date on which a notice terminating the employment of such Eligible
Participant for such reason is in fact given, whichever is the earlier. Provided
always that in each case the Board in its absolute discretion may decide that
such option or any part thereof shal not so lapse or determine subject to such
conditions or limitations as it may decide. A resolution of the Board to the efect
that the employment or directorship of the Grante has or has not ben
terminated on one or more of the grounds specified in this paragraph 7(e) shal
be conclusive and binding on the Grante. In the circumstances described above,
where an Option has Vested and has ben exercised, but the Shares have not yet
ben isued or transfered to the relevant Grante, such Options shal be demed
not to have ben exercised and shal lapse imediately, and no Shares shal be
isued or transfered to the Grante. Any Subscription Price paid by the Grante
shal be returned to the Grante (without interest). For the avoidance of doubt,
the transfer of employment of a Grante from one Member of the Group to
another Member of the Group shal not, unles otherwise determined by the
Board, be considered a termination of employment for the purpose of this
paragraph 7(e);
(f) the date on which the Grante sels, transfers, asigns, charges, mortgages,
disposes, encumbers or creates any interest in favour of any third party over or
in relation to any Option, in breach of paragraph 6.1, if the Board shal exercise
the Company’s right to cancel the same;
(g) in respect of Unvested Options, the date on which the Grante ceases to be an
Eligible Participant;
(h) the failure of the Grante to satisfy any performance, operating and financial
targets and other criteria on or before the Vesting date specified in the Leter of
Grant; and
(i) the date on which the Option is canceled by the Board as provided in paragraph
15.
7A. CLAWBACK MECHANISM
7A.1 In the event that the Grante has comited any serious misconduct, the Options,
whether Vested or Unvested, shal automaticaly be canceled as of the date of the
comision of serious misconduct, as determined by the Board in its sole discretion
and such determination shal be binding on the Grante, and the Company shal have
the right to (i) repurchase by the Company some or al of the Shares received by the
Grante from exercising the Options at the original Subscription Price paid by the
Grante; and/or (i) require such Grante to pay the Company any and al payment in
cash or other property in lieu of the Shares received by the Grante from exercising the
Options, pursuant to the Scheme. Provided always that the Board in its absolute
discretion may decide not to impose or exercise the rights granted under the clawback
mechanism to recover or withold any Options or Shares from exercising the Options
(or any portion thereof) in the event of serious misconduct comited by the Grante.
7A.2 For the avoidance of doubt, no tax or charge paid by the Grante (if any) in conection
with (i) the grant, exercise or Vesting of the Options; (i) the isuance or delivery of the
Shares underlying the Options or payment in lieu of the Shares; or (i) the sale or
transfer of the Shares underlying the Options, shal be refunded to such Grante in the
event of cancelation of the Options pursuant to paragraph 7A.1, repurchase of the
Shares underlying the Options, or payment by such Grante to the Company of any and
al payments in cash or other property in lieu of the Shares the Grante has received
from the Company upon his comision of serious misconduct.
8. MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION
8.1 The Board shal not make any Ofers of Options that may result in the total number of
Shares which may be isued upon exercise of al Options to be granted under this
Scheme and any options and/or awards granted under any Other Share Scheme
exceding 10% of the total number of Shares in isue as at the Adoption Date (excluding
any Treasury Shares) (the “Scheme Mandate Limit”), unles:
(a) such Scheme Mandate Limit shal have ben “refreshed” in acordance with the
requirements of the Listing Rules; or
(b) such Options are made to Eligible Participants and on terms specificaly
identified with the separate aproval by Shareholders in general meting and
otherwise in acordance with the requirements of the Listing Rules,
and for the purpose of calculating this Scheme Mandate Limit, any Options lapsed in
acordance with the terms of this Scheme wil not be regarded as utilised.
8.2 The maximum number of Shares subject to a Scheme Mandate Limit shal,
notwithstanding the terms of the resolution of Shareholders in general meting
aproving such Scheme Mandate Limit, be adjusted proportionately on the efective
date of any consolidation or subdivision of Shares subsequent to the date of pasing of
that resolution, provided that such maximum number of Shares as a percentage of the
total number of Shares in isue imediately before or after such efective date shal be
the same, other than for rounding to the nearest whole Share.
8.3 The Company may sek aproval by its Shareholders in general meting for renewing
the Scheme Mandate Limit (the “Renewal Mandate”) after thre (3) years from the
date of Shareholder’s aproval for the last refreshment (or the Adoption Date), provided
that:
(a) any ‘refreshment’ within any thre (3) year period must be aproved by the
Shareholders subject to the folowing provisions:
(i) any controling shareholders of the Company and their Asociates (or if
there is no controling shareholder, Directors (excluding independent
non-executive Directors) and the Chief Executive of the Company and
their respective Asociates) shal abstain from voting in favour of the
relevant resolution at the general meting; and
(i) the Company shal comply with the requirements under Rules 13.39(6)
and (7), 13.40, 13.41 and 13.42 of the Listing Rules, unles the Renewal
Mandate is sought imediately after an isue of securities by the
Company to its Shareholders on a pro rata basis as set out in Rule
13.36(2)(a) of the Listing Rules such that the unused part of the Scheme
Mandate Limit (as a percentage of the relevant clas of shares in isue)
upon renewal is the same as the unused part of the Scheme Mandate
Limit imediately before the isue of securities, rounded to the nearest
whole Share;
(b) the total number of Shares which may be isued in respect of al options and
awards to be granted under this Scheme and Other Share Schemes after renewal
of the Scheme Mandate Limit shal not exced 10% of the Shares in isue as at
the date on which the Renewal Mandate is obtained (excluding any Treasury
Shares);
(c) if the Company conducts a share consolidation or subdivision after the Renewal
Mandate is obtained, the maximum number of Shares that may be isued in
respect of al options and awards to be granted under this Scheme and Other
Share Schemes under the renewed Scheme Mandate Limit as a percentage of
the total number of isued Shares at the date imediately before and after such
consolidation or subdivision shal be the same, rounded to the nearest whole
Share; and
(d) the Company shal send a circular to its Shareholders containing the number of
Options and awards that were already granted under the then existing Scheme
Mandate Limit and the reason for the renewal.
8.4 The Company may sek separate aproval by its Shareholders in general meting for
granting Options beyond the Scheme Mandate Limit (or the renewed Scheme Mandate
Limit) provided that:
(a) the Options in exces of the Scheme Mandate Limit (or the renewed Scheme
Mandate Limit) shal be granted only to the Eligible Participants specificaly
identified by the Company before Shareholders’ aproval is sought;
(b) the Company shal isue a circular to its Shareholders containing the name of
each specified Eligible Participant who may be granted such Options, the
number and terms of the Options to be granted to each such specified Eligible
Participant, and the purpose of granting Options to each such specified Eligible
Participant with an explanation as to how the terms of the Options serve such
purpose;
(c) the number and terms of Options to be granted to each such specified Eligible
Participant shal be fixed before Shareholders’ aproval; and
(d) for the purpose of calculating the minimum Subscription Price under paragraph
5 in respect of any Options to be so granted to each such specified Eligible
Participant, the date of the Board meting for proposing such grant shal be
taken as the date of the Ofer of such Options.
9. MAXIMUM ENTITLEMENT OF SHARE OF EACH ELIGIBLE
PARTICIPANT
9.1 Without prejudice to paragraph 9.3, no Option shal be granted to any Eligible
Participant which would result in the total number of new Shares isued and to be isued
upon exercise of the al Options granted to such Eligible Participant under this Scheme
together with any awards and/or options granted under any Other Share Scheme
(excluding any Options lapsed in acordance with the terms of this Scheme and any
awards/options lapsed in acordance with the terms of the relevant Other Share Scheme)
in any twelve (12)-month period up to and including the date of such grant exceding
1% of the total number of Shares in isue on the Grant Date (excluding any Treasury
Shares) shal take efect unles:
(a) such grant has ben duly aproved, in the maner prescribed by the relevant
provisions under Chapter 17 of the Listing Rules, by resolution of the
Shareholders in general meting, at which such person and his Close Asociates
(or Asociates if the Grante is a Conected Person) shal abstain from voting;
(b) a circular regarding the grant has ben despatched to the Shareholders in a
maner complying with, and containing the information specified in, the
relevant provisions under Chapter 17 of the Listing Rules; and
(c) the number and terms of the Options are fixed before the general meting of the
Company at which the same are aproved.
9.2 Without prejudice to paragraph 9.3, no Option shal be granted to an independent non-
executive Director or a Substantial Shareholder of the Company, or any of their
Asociates which would result in the new Shares isued and to be isued in respect of
al Options granted under this Scheme together with any awards and/or options granted
under any Other Share Scheme (excluding any Options lapsed in acordance with the
terms of this Scheme and any awards/options lapsed in acordance with the terms of
the relevant Other Share Scheme) to such person in the twelve (12)-month period up to
and including the Grant Date of such Option in agregate exceding 0.1% of the Shares
in isue on the Grant Date (excluding any Treasury Shares) shal be granted unles with
the aproval of Shareholders as required under the Listing Rules, with the proposed
Grante, their respective Asociates and the Core Conected Persons of the Company
abstaining from voting in favour and such other requirements of the Listing Rules then
aplicable.
9.3 Each Ofer to an Eligible Participant who is a Director, Chief Executive or a Substantial
Shareholder of the Company or any of their respective Asociates must be aproved by
the independent non-executive Directors (excluding any independent non-executive
Director who is the proposed Grante) and, if and to the extent required by the Listing
Rules or paragraph 9.2, be made subject to the aproval of Shareholders in general
meting, with the proposed Grante, their respective Asociates and the Core
Conected Persons of the Company abstaining from voting and such other requirements
of the Listing Rules then aplicable.
9.4 The number of Shares refered to in this section 9 shal be adjusted in such maner as
the Expert shal certify in writing to be apropriate in acordance with paragraph 10.1
in the event of any alteration in the capital structure of the Company.
10. REORGANISATION OF CAPITAL STRUCTURE
10.1 In the event of a capitalisation isue, rights isue, consolidation or subdivision of Shares
or reduction of capital of the Company such coresponding adjustments (if any) shal
be made to:
(a) the number of Shares subject to the Option so far as unexercised; and/or
(b) the Subscription Price,
or any combination thereof, such that the Grante would be entitled on exercise of his
Options the same proportion of the isued Shares to which he would have ben entitled
had such Option ben exercised imediately prior to the event giving rise to the
adjustment, rounded to the nearest whole Share, provided that:
(a) no adjustments may be made to the extent that any Shares wil be required to be
isued at les than its nominal value (if any); and
(b) al such adjustments shal be made in acordance with or in a maner consistent
with the Listing Rules and any guidance/ interpretation of the Listing Rules
isued by the Stock Exchange then aplicable.
10.2 If there is any alteration in the capital structure of the Company while any Option
remains outstanding other than by methods specified in paragraph 10.1 above, the
Board may determine, in its sole and absolute discretion and based on such factors as it
shal consider relevant, whether any adjustment shal properly be made and how such
adjustment maybe determined consistent with the other requirements contained in that
paragraph.
10.3 For the avoidance of doubt, no adjustments shal be made pursuant to paragraph 10.1
in respect of (i) any isue of Shares or securities convertible into Shares for cash other
than by way of rights to Shareholders generaly then existing (subject to any exclusions
permited under the Listing Rules); or (i) by way of consideration pursuant to any
transaction; or (i) any purchase or repurchase of Shares by the Company or any of its
subsidiaries.
10.4 No adjustment (other than any adjustment made on a capitalisation of profits or reserves)
shal take efect unles the Expert advises the Board in writing that such adjustment is
made in acordance with the requirements of paragraphs 10.1 to 10.3. The Company
shal engage an Expert to provide certification, where required pursuant to this
paragraph, and the adjustment so certified shal take efect on the date of the event
giving rise to the certificate, subject to receipt of the certificate from the Expert and
notwithstanding the date of certification may be at a later date. Any such certificate
shal be final and binding on the Company and the Grantes, in the absence of manifest
eror.
10.5 The Company shal inform the Grantes of any adjustments made pursuant to this
paragraph 10.
11. SHARE CAPITAL
The Company shal ensure that there is suficient authorised but unisued share capital
to satisfy the isue of Shares upon exercise of Options from time to time outstanding
and the Board shal make available suficient of such authorised but unisued share
capital of the Company for such purpose.
12. DISPUTES
Any dispute arising in conection with this Scheme (whether as to the number of Shares,
the subject of an Option, the amount of the Subscription Price or otherwise) shal be
refered to the decision of the Board whose decision shal be final and binding.
13. ALTERATION OF THE SCHEME
13.1 Subject to paragraph 13.3 and without prejudice to paragraph 13.4, this Scheme may
be altered in any respect by a resolution of the Board.
13.2 Any change to the authority of the Board to alter the terms of this Scheme must be
aproved by ordinary resolution of Shareholders in general meting.
13.3 Any alterations to the terms and conditions of this Scheme which are of a material
nature, or any alterations to the provisions relating to maters set out in Rule 17.03 of
the Listing Rules to the advantage of Grantes or future Grantes, including those which
relate to:
(a) the purposes of this Scheme, as set out in paragraph 3.1;
(b) the persons to or for whom Options may be granted under this Scheme and the
basis for determining their eligibility;
(c) the terms and conditions for determining the Subscription Price;
(d) the limits on the number of Shares which may be isued under this Scheme as
determined in acordance with paragraph 9.1;
(e) individual limits for grants of Options under this Scheme which independent
Shareholder/Shareholder aproval is required, as determined in acordance with
paragraphs 9.1 and 9.2; and
(f) any other maters prescribed by the Listing Rules,
must be aproved by the Shareholders in general meting, except where the alterations
take efect automaticaly under the terms of this Scheme. This Scheme so altered must
comply with Chapter 17 of the Listing Rules.
13.4 The Board ned not obtain the aproval of the Shareholders for any minor changes:
(a) to benefit the administration of this Scheme; or
(b) to obtain or maintain favourable tax, exchange control or regulatory treatment
of any Member of the Group or any Grante or future Grante,
or for alterations which take efect under the terms of this Scheme.
13.5 Any change to the terms of Options granted to an Eligible Participant must be aproved
by the Board, the Remuneration Comite and (to the extent aplicable) the
Shareholders (as the case may be) if the initial grant of Options was aproved by the
Board, the Remuneration Comite and/or the Shareholders. This paragraph does not
aply where the alterations in terms take efect automaticaly under the terms of this
Scheme.
14. TERMINATION
14.1 This Scheme shal terminate on the earlier of the 10th aniversary of the Adoption Date
and such earlier date of termination as the Board may determine and, in such event, no
further Options wil be ofered but in al other respects the provisions of this Scheme
shal remain in force.
14.2 Options granted during the life of this Scheme and remain unexpired imediately prior
to the termination of the operation of this Scheme shal continue to be exercisable in
acordance with their terms of isue after the termination of this Scheme.
15. CANCELATION OF OPTIONS GRANTED BUT NOT YET EXERCISED
The Board may at any time at its absolute discretion cancel any Option granted but not
exercised or lapsed. Where the Board cancels Options and makes an ofer of the grant
of new Options to the same Grante, such ofer may only be made with available
unisued Options (to the extent not yet granted and excluding the canceled Options)
within the Scheme Mandate Limit. Options canceled shal be regarded as utilized for
the purpose of calculating the Scheme Mandate Limit.
16. MISCELANEOUS
16.1 Save for the costs incured by the service provider refered to in paragraph 3.5, the
Company shal bear the costs of establishing and administering this Scheme.
16.2 Any notice or other comunication betwen the Company and a Grante may be given
by sending the same by prepaid post or by personal delivery to, in the case of the
Company, its principal place of busines in Hong Kong and, in the case of the Grante,
his adres in Hong Kong as notified to the Company from time to time or through the
service provider engaged for that purpose as contemplated under paragraph 3.5.
16.3 Any notice or other comunication served by post:
(a) by the Company shal be demed to have ben served 24 hours after the same
was put in the post or the same has ben notified to the service provider engaged
for that purpose as contemplated under paragraph 3.5; and
(b) by the Grante shal not be demed to have ben received until the same shal
have ben received by the Company.
16.4 A Grante shal be responsible for obtaining his own legal, acounting and tax advice,
together with any governmental or other oficial consent that may be required by any
country or jurisdiction in order to permit the aceptance or exercise of his Option(s).
By acepting an Ofer, the Grante thereof is demed to have represented to the
Company that he has obtained the relevant advice apropriate for the Grante and has
also obtained al such consents. The Company shal not be responsible for any failure
by a Grante to obtain any such consent or for any tax or other liability to which a
Grante may become subject as a result of his participation in this Scheme.
16.5 This Scheme shal not constitute part of any contract of employment or for services
betwen any Member of the Group and any Eligible Participant, and the rights and
obligations of any Eligible Participant under the terms of his ofice or employment or
provision of service shal not be afected by his participation in this Scheme or any right
he may have to participate in it and this Scheme shal aford such Eligible Participant
no aditional rights to compensation or damages in consequence of the termination of
such ofice or employment or provision of service for any reason.
16.6 The grant of an Option on a particular basis in any year does not create any right to or
expectation of the grant of Options on the same basis, or at al, in any future year.
Participation in this Scheme does not imply any right to participate, or to be considered
for participation in any later operation of this Scheme. Subject to any aplicable
legislative requirement, any Option wil not be regarded as remuneration for pension
purposes or for the purposes of calculating payments on termination of employment.
16.7 By acepting an Ofer, a Grante shal be demed irevocably to have waived any
entitlement to any sum or other benefit to compensate him, by way of compensation for
los of ofice or otherwise, for or in respect of any los of any rights or benefits under
any Option then held by him or otherwise in conection with this Scheme.
16.8 This Scheme shal not confer on any person any legal or equitable rights (other than
those constituting the Options themselves) against the Company directly or indirectly
or give rise to any cause of action at law or in equity against the Company.
16.9 The Company wil provide a copy of this document to any Eligible Participant who
requests such a copy. The Company wil provide to al Eligible Participants al details
relating to changes in the terms of this Scheme during the life of this Scheme as son
as reasonably practicable upon such changes taking efect.
16.10 By participating in this Scheme the Grante consents to the holding and procesing of
personal data provided by the Grante to the Company for al purposes relating to the
operation of this Scheme. These include, but are not limited to:
(a) administering and maintaining Grante records;
(b) providing information to third party administrators of this Scheme;
(c) providing information to future purchasers of the Company or the busines in
which the Grante works; and
(d) transfering information about the Grante to a country or teritory outside Hong
Kong for al purposes relating to the operation of this Scheme.
16.11 In this Scheme, where aplicable, references to Shares to satisfy exercise of Options
shal include Treasury Shares, and references to the isue of Shares shal include the
transfer of Treasury Shares (as the case may be, and to the extent permisible by
aplicable laws and regulations, including the Listing Rules).
16.12 This Scheme and al Options granted hereunder shal be governed by and construed in
acordance with the laws of Hong Kong.