The Share Option Scheme of the Company (“2009 Scheme”) was adopted by the Company on 29 December 2009.
The purpose of the 2009 Scheme is to encourage the eligible participants to perform their best in achieving the goals of the Group and at the same time allow the Company in retaining its existing employees and recruiting additional employees. A stronger business relationship will accordingly be established by the Group with the participants. Eligible participants of the 2009 Scheme include any employee, business associate and trustee.
The total number of shares which may be issued upon exercise of all options which may be granted under the 2009 Scheme shall not exceed 10% of the total number of shares in issue at the date of adoption of the 2009 Scheme. The maximum number of shares issuable under share options to each eligible participant in the 2009 Scheme within any 12-month period, is limited to 1% of the shares of the Company in issue at anytime. Any further grant of share options in excess of this limit is subject to shareholders’ approval in a general meeting.
Any grant of option to a director, chief executive or substantial shareholder of the Company or any of their respective associates must be approved by the independent non-executive director. In addition, any share options granted to a substantial shareholder of the Company or an independent non-executive director or any of their respective associates in excess of 0.1% of the shares of the Company in issue at any time or with an aggregate value (based on the Company’s shares at the date of the grant) in excess of HK$5 million, within any 12-month period, are subject to shareholders’ approval in advance in a general meeting.
The offer of a grant of share options may be accepted within 21 days from the date of the offer. The share option may be exercised at any time during the option period, which is determinable by the Company’s board of directors and will not exceed 10 years from the date of grant of the options.
APPENDIX II
FINANCIAL INFORMATION OF THE GROUP
The exercise price of the share options is determinable by the Company’s Board of Directors, but may not be less than the highest of (i) the closing price of the Company’s shares as stated in the Stock Exchange’s daily quotation sheet on the date of the offer of the share options (ii) the average closing price of the Company’s shares as stated in the Stock Exchange’s daily quotation sheet for the five trading days immediately preceding the date of the offer and (iii) the nominal value of the Company’s shares.
Share options do not confer rights on the holders to dividends or to vote at shareholders’ meetings. All share-based compensation was settled in equity. The Group had no legal or constructive obligation to repurchase or settle the options other than by issuing the Company’s ordinary shares.
The following tables disclose movements in the Company’s share options during both years:
2015
Lapsed Outstanding at
Outstanding at Reclassified during the 31 December Exercisable Exercise Directors 1 January 2015 during the year year 2015 Grant date period price
Mr. Wong Lik Ping 3,000,000 – – 3,000,000 15 April 2010 15 April 2012– HK$1.70
14 April 2020
Mr. Huang Bin (note 2) 3,000,000 (3,000,000) – – 15 April 2010 15 April 2012– HK$1.70
14 April 2020
Mr. Kee Wah Sze (note 1) 3,000,000 (3,000,000) – – 15 April 2010 15 April 2012– HK$1.70
14 April 2020
Mr. Chan Pat Lam (note 2) 3,000,000 (3,000,000) – – 15 April 2010 15 April 2012– HK$1.70
14 April 2020
Mr. To Yan Ming, Edmond (note 1) 3,000,000 (3,000,000) – – 15 April 2010 15 April 2012– HK$1.70
14 April 2020
Sub-total 15,000,000 (12,000,000) – 3,000,000
Other employees (note 3) 15,500,000 (12,500,000) – 3,000,000 15 April 2010 15 April 2012– HK$1.70
14 April 2020
Others 127,000,000 – – 127,000,000 15 April 2010 15 April 2012– HK$1.70
14 April 2020
Others (note 3) 10,000,000 – (10,000,000) – 15 April 2010 15 April 2012– HK$1.70
30 April 2015
Others (note 1) – 6,000,000 – 6,000,000 15 April 2010 15 April 2012– HK$1.70
30 November 2016
Others (note 3) – 12,500,000 – 12,500,000 15 April 2010 15 April 2012– HK$1.70
28 February 2017
Others (note 2) – 6,000,000 – 6,000,000 15 April 2010 15 April 2012– HK$1.70
APPENDIX II
FINANCIAL INFORMATION OF THE GROUP
2014
Lapsed Outstanding at
Outstanding at during the 31 December Exercisable Exercise
Directors 1 January 2014 year 2014 Grant date period price
Mr. Wong Lik Ping 3,000,000 – 3,000,000 15 April 2010 15 April 2012– HK$1.70
14 April 2020
Mr. Huang Bin 3,000,000 – 3,000,000 15 April 2010 15 April 2012– HK$1.70
14 April 2020
Mr. Kee Wah Sze 3,000,000 – 3,000,000 15 April 2010 15 April 2012– HK$1.70
14 April 2020
Mr. Chan Pat Lam 3,000,000 – 3,000,000 15 April 2010 15 April 2012– HK$1.70
14 April 2020
Mr. To Yan Ming, Edmond 3,000,000 – 3,000,000 15 April 2010 15 April 2012– HK$1.70
14 April 2020
Sub-total 15,000,000 – 15,000,000
Other employees 15,500,000 – 15,500,000 15 April 2010 15 April 2012– HK$1.70
14 April 2020
Others 149,500,000 (12,500,000) 137,000,000 15 April 2010 15 April 2012– HK$1.70
14 April 2020
Others 20,000,000 (20,000,000) – 21 June 2010 21 June 2012– HK$1.70
31 August
2014
Total 200,000,000 (32,500,000) 167,500,000
Notes:
1. Mr. Kee Wah Sze and Mr. To Yan Ming Edmond resigned as independent non-executive
directors on 31 May 2015. In accordance with the 2009 Scheme, the respective share options are exercisable within 18 months from his resignation.
2. Mr. Huang Bin and Mr. Chan Pat Lam resigned as non-executive director and independent non-
executive directors respectively on 4 November 2015. In accordance with the 2009 Scheme, the respective share options are exercisable within 18 months from his resignation.
3. Some employees resigned during the year ended 31 December 2015. In accordance with the 2009
Scheme, the respective share options are exercisable within 18 months from their resignation. Out of the share options granted to ex-employees resigned in the year ended 31 December 2013, 10,000,000 options were lapsed during the year ended 31 December 2015.
10,000,000 options (2014: 32,500,000) were lapsed under the 2009 Scheme during the year ended 31 December 2015.
APPENDIX II
FINANCIAL INFORMATION OF THE GROUP
No share option was exercised, granted or cancelled under the 2009 Scheme during the years ended 31 December 2015 and 2014.
Apart from the 2009 Scheme, during the years ended 31 December 2015 and 2014, no rights were granted to the directors, chief executives of the Company, or any of their spouses or children under 18 years of age to subscribe for equity or debt securities of the Company.
22. RESERVES