Common use of Share Options Clause in Contracts

Share Options. With respect to the share options (the “Share Options”) granted pursuant to the share-based compensation plans of the Company and the Controlled Entities (the “Company Share Plans”), (i) each grant of a Share Option was duly authorized by all necessary corporate action, including, as applicable, approval by the board of directors of the Company or the Controlled Entities (or a duly constituted and authorized committee thereof) and to the extent required, any shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by the Company or a Controlled Entity, as the case may be, and, to the Company’s knowledge, each other party thereto , (ii) each such grant was made in accordance with the terms of the Company Share Plans and all other applicable laws and regulatory rules or requirements, and (iii) each such grant was properly accounted for in accordance with the generally accepted accounting principles (the “GAAP”) in the United States in the financial statements (including the related notes) of the Company.

Share Options. With respect to the share options (the “Share Options”) granted pursuant to the share-based compensation plans of the Company and the Controlled Entities its subsidiaries (the “Company Share Plans”), except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company or the Controlled Entities (or a duly constituted and authorized committee thereof) and to the extent required, any required shareholder approval by the necessary number of votes or written consents, and, to the Company’s knowledge (other than with respect to due execution and delivery by the Company), the award agreement governing such grant (if any) was duly executed and delivered by the Company or a Controlled Entity, as the case may be, and, to the Company’s knowledge, each other party thereto thereto, (ii) each such grant was made in accordance with the terms of the Company Share Plans and all other applicable laws and regulatory rules or requirements, and (iii) each such grant was properly accounted for in accordance with the generally accepted accounting principles (the “GAAP”) in the United States GAAP in the financial statements (including the related notes) of the Company.

Share Options. With respect to the share options or performance shares (the “Share Options”) granted pursuant to the share-based compensation plans of the Company and the Controlled Entities its subsidiaries (the “Company Share Plans”), (i) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the management board of directors [and][or] supervisory board of the Company or the Controlled Entities (or a duly constituted and authorized committee thereof) and to the extent required, any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by the Company or a Controlled Entity, as the case may be, and, to the Company’s knowledge, each other party thereto thereto, (ii) each such grant was made in accordance with the terms of the applicable Company Share Plans and all other applicable laws and regulatory rules or requirements, and (iii) each such grant was properly accounted for in accordance with the generally accepted accounting principles (the “GAAP”) in the United States IFRS in the financial statements (including the related notes) of the Company.

Share Options. With respect to the share options (the “Share Options”) granted pursuant to the share-based compensation plans of the Company and the Controlled Entities its subsidiaries (the “Company Share Plans”), (i) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company or the Controlled Entities (or a duly constituted and authorized committee thereof) and to the extent required, any shareholder approval required at the Grant Date by the necessary number of votes or written consents, and and, to the knowledge of the Company, the award agreement governing such grant (if any) was duly executed and delivered by the Company or a Controlled Entity, as the case may be, and, to the Company’s knowledge, each other party thereto thereto, (ii) each such grant was made in accordance with the terms of the Company Share Plans and all other applicable laws and regulatory rules or requirements, and (iii) each such grant was properly accounted for in accordance with the generally accepted accounting principles (the “GAAP”) in the United States IFRS in the financial statements (including the related notes) of the Company and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws.

Share Options. With respect to the share options (the “Share Options”) granted pursuant to the share-based compensation plans of the Company and the Controlled Entities (the “Company Share Plans”), (i) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the board of directors of the Company or the Controlled Entities (or a duly constituted and authorized committee thereof) and to the extent required, any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by the Company or a Controlled Entity, as the case may be, and, to the Company’s knowledge, each other party thereto thereto, (iiiii) each such grant was made in accordance with the terms of the Company Share Plans Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the Stock Exchange, and (iiiiv) each such grant was properly accounted for in accordance with the generally accepted accounting principles (the “GAAP”) in the United States GAAP in the financial statements (including the related notes) of the Company.

Share Options. With respect to the share options (the “Share Options”) granted pursuant to the any share-based compensation plans plan of the Company and its subsidiaries as described in the Controlled Entities Registration Statement, the Pricing Disclosure Package and the Prospectus (the “Company Share PlansIncentive Plan”), (i) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company or the Controlled Entities (or a duly constituted and authorized committee thereof) and to the extent required, any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by the Company or a Controlled Entity, as the case may be, andgrant, to the Company’s knowledge, was duly executed and delivered by each other party thereto thereto, (ii) each such grant was made in accordance with the terms of the Company Share Plans and Incentive Plan and, in all material respects, in accordance with all other applicable laws and regulatory rules or requirements, including the rules of the Stock Exchange of Hong Kong, and (iii) each such grant was properly accounted for in accordance with the generally accepted accounting principles (the “GAAP”) in the United States IFRS in the financial statements (including the related notes) of the Company.