EXHIBIT 99.1
DATED THE 2ND DAY OF AUGUST, 2002
---------------------------------
MAN SANG INTERNATIONAL LIMITED
---------------------------------
SHARE OPTION SCHEME
---------------------------------
XXXXX & XxXXXXXX
00XX XXXXX XXXXXXXXX XXXXX
XXXX XXXX
TELEPHONE: (000) 0000-0000
FAX: (000) 0000-0000
CONTENTS
Clause Heading Page
------ ------- ----
1. Definitions and Interpretation.................................... 1
2. Conditions........................................................ 3
3. Duration and Administration....................................... 3
4. Grant of Option................................................... 3
5. Subscription Price................................................ 5
6. Exercise of Options............................................... 5
7. Lapse of Option................................................... 7
8. Maximum Number of Shares Available for Subscription............... 7
9. Reorganisation of Capital Structure............................... 9
10. Share Capital..................................................... 9
11. Disputes.......................................................... 9
12. Cancellation...................................................... 9
13. Alteration of the Scheme.......................................... 10
14. Termination....................................................... 10
15. Miscellaneous..................................................... 10
MAN SANG INTERNATIONAL LIMITED
SHARE OPTION SCHEME
1. Definitions and Interpretation
1.1 In this Scheme, the following expressions shall, unless the context
otherwise requires, have the following meanings:
"Adoption Date" 2 August 2002 (the date on which the Scheme
is conditionally adopted by resolution of
the shareholders of the Company in general
meeting);
"associate" has the meaning ascribed thereto in the
Listing Rules;
"Auditors" the auditors for the time being of the
Company;
"Board" the board of directors of the Company or a
duly authorised committee thereof;
"Board Lot" the board lot in which Shares are traded on
the Stock Exchange from time to time;
"Business Day" a day on which the Stock Exchange is open
for the business of dealing in securities;
"Bye-Laws" the bye-laws of the Company (as amended from
time to time);
"chief executive" has the meaning ascribed thereto in the
Listing Rules;
"Company" Man Sang International Limited;
"Companies Act" The Companies Act 1981 of Bermuda (as
amended);
"Companies Ordinance" the Companies Ordinance (Cap. 32 of the Laws
of Hong Kong);
"connected person" has the meaning ascribed thereto in the
Listing Rules;
"Financial Period" a year, half-year or other period in
relation to which the Company's consolidated
financial statements and accounts are made
up;
"Grant Date" the date (which shall be a Business Day) on
which the grant of an Option is made to (and
subject to acceptance by) a Participant as
determined in accordance with Clause 4.3;
"Grantee" any Participant who accepts the grant of any
Option in accordance with the terms of the
Scheme or (where the context so permits) a
person entitled under the Scheme to exercise
any such Option in consequence of the death
of the original Grantee;
"Group" the Company and its Subsidiaries;
"Hong Kong" the Hong Kong Special Administrative Region
of the People's Republic of China;
1
"Listing Agreement" the listing agreement between the Company
and the Stock Exchange in relation to the
listing of the Shares on the Stock Exchange;
"Listing Rules" the Rules Governing the Listing of
Securities on The Stock Exchange of Hong
Kong Limited as amended from time to time;
"Option" an option to subscribe for Shares granted to
(and subject to acceptance by) a Participant
pursuant to the Scheme;
"Option Period" a period to be notified by the Board to each
Grantee, commencing on the Grant Date or
such later date as the Board may decide and
expiring on such date as the Board may
determine, such period not to exceed ten
(10) years from the Grant Date, and subject
to any restrictions that may be imposed by
the Board in its discretion;
"Participant" any person being an employee, officer,
agent, or consultant of the Company or any
Subsidiaries, including any executive or
non-executive director of the Company or any
Subsidiaries, who satisfies the criteria set
out in Clause 4.1;
"Scheme" this share option scheme in its present or
any amended form;
"Scheme Period" the period of ten years commencing on the
Adoption Date;
"Share(s)" shares of $0.10 each (or of such other
nominal amount as shall result from a
sub-division or a consolidation of such
shares from time to time) in the capital of
the Company;
"Stock Exchange" The Stock Exchange of Hong Kong Limited;
"Subscription Price" the price per Share at which a Grantee may
subscribe for Shares on the exercise of an
Option as described in Clause 5, subject to
adjustment in accordance with the Scheme;
"Subsidiary" a company which is for the time being and
from time to time a subsidiary (within the
meaning of Section 2 of the Companies
Ordinance or Section 86 of the Companies
Act) of the Company whether incorporated in
Hong Kong, Bermuda or elsewhere;
"substantial shareholder" has the meaning ascribed thereto in the
Listing Rules; and
"$" Hong Kong dollars, the lawful currency of
Hong Kong.
1.2 The purpose of the Scheme is to provide incentives to Participants to
contribute to the Group and to enable the Group to recruit high-calibre
employees and attract resources that are valuable to the Group.
1.3 In this Scheme any references, express or implied, to statutes,
statutory provisions or the Listing Rules shall be construed as
references to those statutes, provisions or rules as respectively
amended or re-enacted or as their application is modified from time to
time by other provisions (whether before or after the date hereof) and
shall include any statutes, provisions or rules of which they are
re-enactments (whether with or without modification) and any orders,
regulations, instruments, other subordinate legislation or practice
notes under the relevant statute, provision or rule.
1.4 References to any document (including this Scheme) are references to
that document as amended, consolidated, supplemented, novated or
replaced from time to time.
1.5 References herein to Clauses are to clauses in this Scheme unless the
context requires otherwise.
2
1.6 References to "persons" shall include individuals, bodies corporate,
unincorporated associations and partnerships (which or not having
separate legal personality).
1.7 Headings are inserted for convenience only and shall not affect the
construction of this Scheme.
1.8 Unless the context requires otherwise, words importing the singular
include the plural and vice versa and words importing a gender include
every gender.
1.9 In construing this Scheme:
1.9.1 the rule known as the ejusdem generis rule shall not apply
and, accordingly, general words introduced by the word "other"
shall not be given a restrictive meaning by reason of the fact
that they are preceded by words indicating a particular class
of acts, matters or things; and
1.9.2 general words shall not be given a restrictive meaning by
reason of the fact that they are followed by particular
examples intended to be embraced by the general words.
2. Conditions
This Scheme is conditional upon: (a) the passing by the shareholders of
the Company in general meeting of an ordinary resolution to approve the
adoption of this Scheme and the termination of the existing share
option scheme adopted by the Company on 8 September 1997; and (b) the
Listing Committee of the Stock Exchange granting the listing of and
permission to deal in, any Shares which may fall to be issued pursuant
to the exercise of Options under this Scheme.
3. Duration and Administration
3.1 Subject to Clause 14, the Scheme shall be valid and effective for the
Scheme Period, after which period no further Options will be granted,
accepted or exercised but the provisions of the Scheme shall remain in
full force and effect in all other respects.
3.2 The Scheme shall be subject to the administration of the Board whose
decision (save as otherwise provided herein) shall be final and binding
on all parties.
3.3 The Board shall have the power from time to time to make or vary
regulations for the administration and operation of the Scheme,
provided that the same are not inconsistent with the provisions of the
Scheme.
4. Grant of Option
4.1 On and subject to the terms of the Scheme, the Board shall be entitled
at any time and from time to time during the Scheme Period (provided
that no Options shall be granted after the expiration of the Scheme
Period or after the Scheme has been terminated (if applicable)) to
grant (subject to acceptance by the Grantee in accordance with the
terms of the Scheme) to any Participant who, the Board may determine in
its absolute discretion, has made valuable contribution to the business
of the Group, or is regarded as valuable resources of the Group based
on his work experience, knowledge in the industry and other relevant
factors, and subject to such conditions as the Board may think fit an
Option to subscribe for such number of Shares as the Board may
determine at the Subscription Price Provided That no such grants shall
be made except to such number of Participants and in such circumstances
that the Company will not be required under the applicable securities
laws and regulations to issue a prospectus or other offer document in
respect thereof; and will not result in the breach by the Company or
its directors of any applicable securities laws and regulations or in
any filing or other requirements arising.
4.2 The Board shall not grant an Option to any Participant:
3
4.2.1 after a price sensitive event in relation to the securities of
the Company has occurred or a price sensitive matter in
relation to the securities of the Company has been the subject
of a decision, until such price sensitive information has been
published in the newspapers; or
4.2.2 within the period commencing one month immediately preceding
the earlier of: (a) the date of the Board meeting (as such
date is first notified to the Stock Exchange in accordance
with the Listing Agreement) for the approval of the Company's
interim or annual results for any Financial Period; and (b)
the deadline for the Company to publish its interim or annual
results announcement for any Financial Period under the
Listing Agreement, and ending on the date of such results
announcement.
4.3 A grant of an Option shall be made to a Participant by letter (the date
of which shall be deemed to be the date on which the grant of an Option
(subject to acceptance by the Grantee) is made) in such form as the
Board may from time to time determine specifying, inter alia, the
number of Shares comprised in and the Option Period in respect of the
relevant Option and the Subscription Price and requiring the
Participant to undertake to hold the Option on the terms on which it is
granted and to be bound by the provisions of the Scheme. The grant
shall be personal to the Participant concerned and not transferable and
shall remain open for acceptance by the Participant for a period of 28
days from the Grant Date, provided that no such grant shall be open for
acceptance after the expiry of the Scheme Period or after the Scheme
has been terminated (if applicable).
4.4 An Option shall be regarded as having been accepted when the duplicate
of the grant letter, comprising acceptance of the Option, duly signed
by the Grantee together with a remittance in favour of the Company of
HK$1.00 by way of consideration for the grant thereof is received by
the Company within the period referred to in Clause 4.3. The remittance
shall not be refundable.
4.5 Any grant of an Option may be accepted in respect of less than the
total number of Shares in respect of which it is granted, provided that
it is accepted in respect of such number of Shares as represents a
Board Lot or an integral multiple thereof and such number is clearly
stated in the duplicate letter and accepted by the Grantee in the
manner specified in Clause 4.4. To the extent that the grant of an
Option is not accepted within 28 days from the Grant Date (or such
shorter period as is mentioned in Clause 4.3) in the manner indicated
in Clause 4.4, the grant will be deemed to have been irrevocably
declined and shall lapse.
4.6 Where any grant of Options is proposed to be made to a Participant who
is a director, chief executive or substantial shareholder of the
Company, or any of their respective associates, such grant must first
be approved by all the independent non-executive directors of the
Company (in each case excluding any independent non-executive director
who is the proposed Grantee of such Options).
4.7 Without prejudice to the generality of Clause 4.6, where any grant of
Options is proposed to be made to a Participant who is a substantial
shareholder or an independent non-executive director of the Company, or
any of their respective associates, which would result in the Shares
issued and which may fall to be issued upon the exercise of all options
already granted and to be granted (including options exercised,
cancelled and outstanding) to such person under the Scheme and any
other share option scheme(s) of the Company and/or any Subsidiaries in
the 12-month period up to and including the proposed Grant Date for
such Options:
4.7.1 representing in aggregate over 0.1 per cent. (0.1%) of the
number of Shares then in issue; and
4.7.2 having an aggregate value, based on the closing price of the
Shares as stated in the Stock Exchange's daily quotations
sheets on each relevant date on which the grant of such
options is made to (and subject to acceptance by) such person
under the relevant scheme, in excess of $5 million,
then such grant of Options must first be approved by the shareholders
of the Company in general meeting at which meeting all the connected
persons of the Company shall abstain from voting on the relevant
resolution, except that any such connected person may vote against the
relevant resolution at the general meeting provided that his intention
to do so has been stated in the circular required to be issued
4
pursuant to the Listing Rules. Any vote taken at the meeting to approve
the proposed grant of such Options must be taken on a poll.
4.8 Any proposed change in the terms of Options granted to a Participant
who is a substantial shareholder or an independent non-executive
director of the Company, or any of their respective associates, must
first be approved by the shareholders of the Company in general meeting
at which meeting all the connected persons of the Company shall abstain
from voting on the relevant resolution, except that any such connected
person may vote against the relevant resolution at the general meeting
provided that his intention to do so has been stated in the circular
required to be issued pursuant to the Listing Rules. Any vote taken at
the meeting to approve the proposed change to the terms of such Options
must be taken on a poll.
5. Subscription Price
The Subscription Price shall be determined by the Board and notified to
a Participant at the time the grant of the Option(s) (subject to any
adjustments made pursuant to Clause 9) is made to (and subject to
acceptance by) the Participant and shall be at least the highest of:
(a) the closing price of the Shares as stated in the Stock Exchange's
daily quotations sheets on the Grant Date, which must be a Business
Day; (b) the average closing price of the Shares as stated in the Stock
Exchange's daily quotations sheets for the five Business Days
immediately preceding the Grant Date; and (c) the nominal value of the
Shares.
6. Exercise of Options
6.1 An Option shall be personal to the Grantee and shall not be assignable
and no Grantee shall in any way sell, transfer, assign, charge,
mortgage, encumber or create any interest in favour of any third party
over or in relation to any Option or purport to do any of the
foregoing. Any breach of the foregoing shall entitle the Company to
cancel any outstanding Option, or any part thereof, in favour of such
Grantee.
6.2 An Option may be exercised in whole or in part (but if in part only, in
respect of a Board Lot or an integral multiple thereof) in the manner
provided in Clause 6 by the Grantee (or, as the case may be, by his
legal personal representative(s)) giving notice in writing to the
Company stating that the Option is thereby exercised and the number of
Shares in respect of which it is exercised. Each such notice must be
accompanied by a remittance for the full amount of the aggregate
Subscription Price for the Shares in respect of which the notice is
given. For the purposes of determining the date on or by which an
Option is or has been exercised under the Scheme, an Option shall be
regarded as exercised when a duly completed notice of exercise
complying with the terms of the Scheme, accompanied by the appropriate
remittance, where necessary, has actually been received by the Company.
Within 28 days after receipt of the notice and the remittance and,
where appropriate, receipt of the independent financial adviser's or
the Auditors' confirmation pursuant to Clause 9, the Company shall
allot the relevant Shares to the Grantee credited as fully paid and
issue to the Grantee a share certificate in respect of the Shares so
allotted.
6.3 Subject as hereinafter provided in this Scheme, the Option may be
exercised by the Grantee at any time during the Option Period Provided
That:
6.3.1 in the event of the Grantee ceasing to be an employee
(including any executive director), officer (including any
non-executive director), agent, consultant or representative
of the Company or any Subsidiaries for any reason, other than
his death, ill health, disability or insanity or the
termination of his employment, office, agency, consultancy or
representation on one or more of the grounds specified in
Clause 7.5, the Grantee may exercise the Option up to his
entitlement (or where the Option Period has not yet commenced,
prospective entitlement under the Option) at the date of
cessation (to the extent not already exercised) from the later
of the date of commencement of the Option Period and the date
of such cessation until whichever is the earlier of the date
of expiry of the Option Period or the last day of the period
of 1 month (or such longer period as the Board may determine)
following the later of the date of commencement of the Option
Period and the date of such cessation, which date shall be the
last actual day of
5
employment, office, agency, consultancy or representation with
the Company or the relevant Subsidiary whether payment in lieu
of notice is made or not (if applicable);
6.3.2 in the event of the Grantee ceasing to be an employee
(including any executive director), officer (including any
non-executive director), agent, consultant or representative
of the Company or any Subsidiaries by reason of death, ill
health, disability or insanity and none of the events which
would be a ground for termination of his employment, office,
agency, consultancy or representation specified in Clause 7.5
has occurred, the Grantee or the legal personal
representative(s) of the Grantee shall be entitled after
commencement of the Option Period until the last day of the
period of 12 months from the date of cessation (or such longer
period as the Board may determine) to exercise the Option (to
the extent not already exercised) in full or to the extent
specified in the notice to exercise such Option;
6.3.3 subject to Clause 6.3.2, if a general offer to acquire Shares
(whether by takeover offer, merger, privatisation proposal by
scheme of arrangement between the Company and its members or
otherwise in like manner) is made to all the holders of Shares
(or all such holders other than the offeror and/or any person
controlled by the offeror and/or any person acting in concert
with the offeror) and such offer, having been approved in
accordance with applicable laws and regulatory requirements,
becomes or is declared unconditional, the Grantee (or his
legal personal representative(s)) shall , even though the
Option Period has not yet commenced, be entitled to exercise
the Option (to the extent not already exercised) at any time
until whichever is the earlier of the date of expiry of the
Option Period or the last day of the period of 1 month after
the date on which the offer becomes or is declared
unconditional, after which the Option shall lapse;
6.3.4 in the event a notice is given by the Company to its members
to convene a general meeting for the purposes of considering,
and if thought fit, approving a resolution to voluntarily wind
up the Company, the Company shall forthwith after it
despatches such notice to each member of the Company give
notice thereof to all Grantees (such notice to specify the
record date for ascertaining entitlements to attend and vote
at the proposed general meeting, together with a notice of the
existence of the provisions of this Clause) and thereupon,
each Grantee (or his legal personal representative(s)) shall,
even if the Option Period has not yet commenced, be entitled
to exercise all or any of his Options at any time not later
than two Business Days prior to the record date for
ascertaining entitlements to attend and vote at the proposed
general meeting of the Company by giving notice in writing to
the Company, accompanied by a remittance for the full amount
of the aggregate Subscription Price for the Shares in respect
of which the notice is given whereupon the Company shall as
soon as possible and, in any event, no later than the record
date for ascertaining entitlements to attend and vote at the
proposed general meeting referred to above, allot the relevant
Shares to the Grantee credited as fully paid.
6.4 The right to exercise an Option is not subject to or conditional upon
the achievement of any performance target.
6.5 The Shares to be allotted upon the exercise of an Option will be
subject to all the provisions of the Bye-Laws and will rank pari passu
with the fully paid Shares in issue on the date of allotment or, if
that date falls on a day when the register of members of the Company is
closed, the first day of the reopening of the register of members and
accordingly will entitle the holders to participate in all dividends or
other distributions paid or made on or after the date of allotment or,
if that date falls on a day when the register of members of the Company
is closed, the first day of the reopening of the register of members,
other than any dividend or other distribution previously declared or
recommended or resolved to be paid or made with respect to a record
date which shall be before the date of allotment, or, if later, before
the date of registration of the allotment in the register of members of
the Company.
6.6 A Share issued upon the exercise of an Option shall not carry any
voting rights until the registration of the Grantee (or any other
person) as the holder thereof.
6.7 For the purposes of Clause 6.3.1 a Grantee shall not be regarded as
ceasing to be an employee (including any executive director), officer
(including any non-executive director), agent, consultant or
6
representative of the Company or any Subsidiaries if he ceases to hold
a position of employment, office, agency, consultancy or representation
with the Company or any particular Subsidiary but at the same time he
takes up a different position of employment, office, agency,
consultancy or representation with the Company or another Subsidiary,
as the case may be.
7. Lapse of Option
An Option shall lapse automatically (to the extent not already
exercised) on the earliest of:
7.1 save as provided in Clause 6.3.2, the expiry of the Option Period;
7.2 the expiry of any of the other periods referred to in Clause 6.3.1,
6.3.2, or 6.3.3;
7.3 subject to Clause 6.3.4, the earliest of the close of business on the
second Business Day prior to the record date for ascertaining
entitlements to attend and vote at the general meeting referred to in
Clause 6.3.4 or the date of commencement of the winding-up of the
Company;
7.4 save as otherwise provided in Clause 6.3.3 or by the Court in relation
to the scheme in question, upon the sanctioning pursuant to the
Companies Act by the Supreme Court of Bermuda of a compromise or
arrangement between the Company and its members or creditors for the
purposes of or in connection with a scheme for the reconstruction of
the Company or its amalgamation with any other company or companies;
7.5 the date on which the Grantee ceases to be an employee (including any
executive director), officer (including any non-executive director),
agent, consultant or representative of the Company or any Subsidiaries
by reason of the termination of his employment, office, agency,
consultancy or representation on any one or more of the grounds that he
has been guilty of misconduct, or has committed an act of bankruptcy or
has become insolvent or has made any arrangement or composition with
his creditors generally, or has been convicted of any criminal offence
involving his integrity or honesty or (if so determined by the Board)
on any other ground on which an employer or principal would be entitled
to terminate his employment, office, agency, consultancy or
representation at common law or pursuant to any applicable laws or
under the Grantee's service contract, terms of office, or agency,
consultancy, or representation agreement or arrangement with the
Company or the relevant Subsidiary. A resolution of the Board or the
board of directors of the relevant Subsidiary to the effect that the
employment, office, agency, consultancy or representation of a Grantee
has or has not been terminated on one or more of the grounds specified
in this Clause 7.5 or that one or more of the grounds specified in this
Clause 7.5 has arisen in respect of the employment, office, agency,
consultancy or representation of a Grantee shall be conclusive and
binding on the Grantee and, where appropriate, the Grantee's legal
personal representative(s);
7.6 where the Grantee commits a breach of Clause 6.1, the date on which the
Board shall exercise the Company's right to cancel the Option.
8. Maximum Number of Shares Available for Subscription
8.1 The limit on the total number of Shares which may be issued upon
exercise of all outstanding Options granted and yet to be exercised
under the Scheme, together with all outstanding options granted and yet
to be exercised under any other share option scheme(s) of the Company
and/or any Subsidiaries, must not exceed 30 per cent. (30%) of the
number of issued Shares from time to time. No Options may be granted if
such grant will result in the said 30-per cent. limit being exceeded.
Options lapsed or cancelled in accordance with the terms of the Scheme
or any other share option scheme(s) of the Company and/or any
Subsidiaries shall not be counted for the purpose of calculating the
said 30-per cent. limit.
8.2 Subject always to the overall limit provided in Clause 8.1:
7
8.2.1 Subject to Clauses 8.2.2 and 8.2.3, the total number of Shares
which may be issued upon exercise of all Options to be
granted, together with all options to be granted under any
other share option scheme(s) of the Company and/or any
Subsidiaries, must not represent more than 10 per cent. (10%)
of the nominal amount of all the issued Shares as at the
Adoption Date (that is, 75,187,093 Shares (or such number of
shares as shall result from a sub-division or a consolidation
of such 75,187,093 Shares from time to time)), and (unless
approved pursuant to Clause 8.2.3) no Options may be granted
if such grant will result in the said 10-per cent. limit being
exceeded. Options lapsed in accordance with the terms of the
Scheme or any other share option scheme(s) of the Company
and/or any Subsidiaries shall not be counted for the purpose
of calculating the said 10-per cent. limit.
8.2.2 The Listing Rules provide that the Company may seek approval
by its shareholders in general meeting for "refreshing" the 10
per cent. limit under the Scheme in accordance with the
provisions of the Listing Rules. Accordingly, if the prior
approval of the shareholders of the Company in general meeting
is obtained in accordance with the relevant procedural
requirements of the Listing Rules to "refresh" the 10-per
cent. limit provided in Clause 8.2.1 (the "Original Limit") or
to further "refresh" a 10-per cent. limit previously
"refreshed" as provided in this Clause 8.2.2 (the "Previous
Refreshed Limit") by approving a new limit (the "New Refreshed
Limit") on the total number of Shares which may be issued upon
exercise of all Options to be granted, together with all
options to be granted under any other share option scheme(s)
of the Company and/or the Subsidiary, then with effect from
the date of such shareholders' approval (the "Refresher
Date"), the New Refreshed Limit shall apply (subject to Clause
8.2.3) but the relevant "refreshed" limit (being the Original
Limit or the Previous Refreshed Limit, as the case may be)
shall not apply, in respect of Options to be granted to (and
subject to acceptance by) a Participant on or after the
Refresher Date Provided That the New Refreshed Limit must not
exceed 10 per cent. (10%) of the number of issued Shares as at
the Refresher Date, and (unless approved pursuant to Clause
8.2.3) no Options may be granted to (and subject to acceptance
by) a Participant on or after the Refresher Date if such grant
will result in the New Refreshed Limit being exceeded. Options
granted to (and subject to acceptance by) a Participant prior
to the Refresher Date under the Scheme or any other share
option scheme(s) of the Company and/or any Subsidiaries
(including those outstanding, cancelled or lapsed in
accordance with the Scheme or such other scheme(s) of the
Company and/or any Subsidiaries and those that have been
exercised) shall not be counted for the purpose of calculating
the New Refreshed Limit.
8.2.3 The Listing Rules provide that the Company may seek separate
approval by its shareholders in general meeting for granting
options beyond the 10 per cent. limit under the Scheme in
accordance with the provisions of the Listing Rules.
Accordingly, if the prior approval of the shareholders of the
Company in general meeting is obtained in accordance with the
relevant procedural requirements of the Listing Rules, the
Board may grant Options to such Participants in respect of
such number of Shares and on such terms as may be specified in
the said shareholders' approval, notwithstanding that such
grant of Options will result in any of the 10-per cent. limits
referred to in Clauses 8.2.1 and 8.2.2 being exceeded.
8.3 Subject as hereinafter provided in this Clause 8.3, no Participant
shall be granted an Option which, if accepted and exercised in full,
would result in such Participant becoming entitled to subscribe for
such number of Shares as, when aggregated with the total number of
Shares already issued and which may be issued upon exercise of all
Options granted and to be granted to him, together with all options
granted and to be granted to him under any other share option scheme(s)
of the Company and/or any Subsidiaries, within the 12-month period
immediately preceding the proposed Grant Date (including exercised,
cancelled and outstanding options), would exceed one per cent. (1%) of
the number of Shares in issue as at the proposed Grant Date. If the
prior approval of the shareholders of the Company in general meeting is
obtained, in accordance with the relevant procedural requirements of
the Listing Rules, at which meeting such Participant and his associates
shall abstain from voting on the relevant resolution, the Board may
grant Options to such Participant in respect of such number of Shares
and on such terms as may be specified in the said shareholders'
approval, notwithstanding that such grant of Options will result in the
said one-per cent. limit being exceeded. For the purpose of this Clause
8.3, "associate" shall have the meaning ascribed to it in Rule 1.01 of
the Listing Rules in relation to any
8
director, chief executive or substantial shareholder (being an
individual).
9. Reorganisation of Capital Structure
Subject to Clauses 8.1, 8.2 and 8.3, in the event of any capitalisation
issue, rights issue, consolidation, sub-division or reduction of the
share capital of the Company (other than an issue of Shares as
consideration in respect of a transaction) whilst an Option remains
outstanding in that it is granted and yet to be exercised (and has not
lapsed or been cancelled), corresponding adjustments (if any) shall be
made in:
9.1.1 the number of Shares subject to the Scheme;
9.1.2 the number of Shares subject to outstanding Options;
9.1.3 the Subscription Price in relation to each outstanding Option;
and/or
9.1.4 the method of exercise of the Options,
Provided That any such adjustments shall be made such that the
proportion of the issued share capital of the Company to which an
Option entitles the Grantee to subscribe after such adjustment must be
the same as that to which the Option entitled the Grantee to subscribe
immediately before such adjustment, but so that no such adjustment
shall be made to the extent that the effect of such adjustment would be
to enable any Share to be issued at less than its nominal value. In
respect of any adjustment required by this Clause 9, other than any
made on a capitalisation issue, an independent financial adviser or the
Auditors must also confirm to the Board in writing that the adjustments
satisfy the foregoing proviso. The capacity and role of the independent
financial adviser or the Auditors pursuant to this Clause 9 is that of
experts and not of arbitrators and their confirmation shall (in the
absence of manifest error) be final and binding on the Company and the
Grantees. The costs of the independent financial adviser or the
Auditors shall be borne by the Company.
10. Share Capital
The exercise of any Option shall be subject to the members of the
Company in general meeting approving any necessary increase in the
authorised share capital of the Company. Subject thereto the Board
shall make available sufficient authorised but unissued share capital
of the Company to meet subsisting requirements on the exercise of
Options.
11. Disputes
Any dispute arising in connection with the Scheme (whether as to the
number of Shares the subject of an Option, the amount of the
Subscription Price or otherwise) shall be referred to the decision of
the Auditors who shall act as experts and not as arbitrators and whose
decision shall be final and binding.
12. Cancellation
12.1 The Board may effect the cancellation of any Options granted but not
exercised on such terms as may be agreed with the relevant Grantee, as
the Board may in its absolute discretion see fit and in a manner that
complies with all applicable legal requirements for such cancellation.
12.2 Where the Company cancels any Options granted but not exercised and
grants new Options to the same Grantee, such grant of new Options may
only be made under the Scheme if there is available unissued Options
(excluding the cancelled Options) within each of the 10-per cent.
limits as referred to in Clauses 8.2.1 and 8.2.2.
9
13. Alteration of the Scheme
13.1 Subject to Clauses 13.2, 13.3, 13.4 and 13.5, the Scheme may be altered
in any respect by resolution of the Board except that the provisions of
the Scheme as to:
13.1.1 the definitions of "Grantee", "Option Period" "Participant"
and "Scheme Period" in Clause 1.1; and
13.1.2 the provisions of Clauses 1.2, 3.1, 4.1, 4.3, 4.4, 4.6, 4.7,
4.8, 5, 6, 7, 8, 9, 12, 14 and this Clause 13
shall not be altered to the advantage of Participants unless with the
prior sanction of a resolution of the shareholders of the Company in
general meeting.
13.2 No such alteration as referred to in Clause 13.1 shall operate to
affect adversely the terms of issue of any Option granted to any
Participant for acceptance prior to such alteration, except with the
consent or sanction of such majority of the Grantees as would be
required of the shareholders of the Company under the Bye-Laws for a
variation of rights attached to the Shares.
13.3 Any alterations to the terms and conditions of the Scheme which are of
a material nature or any change to the terms of Options granted must
first be approved by the shareholders of the Company in general
meeting, except where such alterations take effect automatically under
the existing terms of the Scheme.
13.4 The amended terms of the Scheme or the Options must still comply with
the relevant requirements of Chapter 17 of the Listing Rules.
13.5 Any change to the authority of the Board in relation to any alteration
to the terms of the Scheme must first be approved by the shareholders
of the Company in general meeting.
14. Termination
The Company by resolution passed at a general meeting of its
shareholders or at a meeting of the Board may at any time terminate the
operation of the Scheme and in such event no further Options will be
granted or accepted but the provisions of the Scheme shall remain in
force in all other respects. All Options granted and accepted prior to
such termination and not then exercised shall continue to be valid and
exercisable subject to and in accordance with the Scheme.
15. Miscellaneous
15.1 The Company shall bear the costs of establishing and administering the
Scheme.
15.2 The Scheme shall not form part of any contract of employment, office,
agency, consultancy or representation between the Company or any
Subsidiaries and any Participant and the rights and obligations of any
Participant under the terms of his employment, office, agency,
consultancy or representation shall not be affected by his
participation in the Scheme or any right which he may have to
participate in it and the Scheme shall afford such a Participant no
additional rights to compensation or damages in consequence of the
termination of such employment, office, agency, consultancy or
representation for any reason.
15.3 The Scheme shall not confer on any person any legal or equitable rights
(other than those constituting the Options themselves) against the
Company directly or indirectly or, other than in relation to the rights
10
attached to the Options themselves, give rise to any cause of action at
law or in equity against the Company.
15.4 A Grantee shall be entitled to receive for information only copies of
all notices and other documents sent by the Company to holders of
Shares generally.
15.5 Any notice or other communication between the Company and a Grantee 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 business in Hong
Kong or as notified to the Grantees from time to time and, in the case
of the Grantee, his address in Hong Kong as notified to the Company
from time to time.
15.6 Any notice or other communication served:
15.6.1 by the Company shall, if served by post, be deemed to have
been served 24 hours after the same was put in the post or, if
delivered by hand, be deemed to be served when delivered; and
15.6.2 by the Grantee shall not be deemed to have been received until
the same shall have been received by the Company.
15.7 A Grantee shall be responsible for obtaining any governmental or other
official consent that may be required by any country or jurisdiction in
order to permit the grant or exercise of the Option. The Company shall
not be responsible for any failure by a Grantee to obtain any such
consent or for any tax or other liability to which a Grantee may become
subject as a result of his participation in the Scheme.
15.8 A Grantee shall pay all taxes and discharge all other liabilities to
which he may become subject as a result of his participation in the
Scheme or the exercise of any Option.
15.9 A Grantee who is a director of the Company may, subject to and in
accordance with the Bye-laws and subject as herein otherwise provided,
notwithstanding his interest, vote on any Board resolution concerning
the Scheme (other than in respect of his own participation therein) and
may retain any benefits under the Scheme.
15.10 The Scheme and all Options granted hereunder shall be governed by and
construed in accordance with the laws of Hong Kong.
11
