EXHIBIT 4.11
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DATED 25TH JANUARY, 2002
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ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LIMITED
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SHARE OPTION SCHEME
(ADOPTED ON 25TH JANUARY, 2002)
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[GRAPHIC OMITTED]
[LOGO - XXXXXXX XXXXXX & MASTER]
SYTL/JSTC/6705134/6
CONTENTS
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SECTION HEADING PAGE
1. Purpose of the Scheme................................................1
2. Definitions and Interpretation.......................................1
3. Administration.......................................................5
4. Grant of Options.....................................................6
5. Subscription Price....................................................
6. Transferability of Options...........................................8
7. Exercise of Options and Rights Attaching to Allotted Shares..........9
8. Cessation of Service or Employment and Other Events.................10
9. Lapse of Option.....................................................12
10. Cancellation of Options.............................................12
11. Maximum number of Shares available under the Scheme.................12
12. Reorganisation of Capital Structure.................................14
13. Share Capital.......................................................15
14. Disputes............................................................15
15. Alteration of the Scheme............................................15
16. Termination.........................................................16
17. Miscellaneous.......................................................16
ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LIMITED
SHARE OPTION SCHEME
1. PURPOSE OF THE SCHEME
The purpose of the Scheme is:
o to attract and retain the best quality personnel for the
development of the Company's businesses
o to provide additional incentives to Employees, directors,
consultants, agents, representatives and advisors
o to promote the long term financial success of the Company by
aligning the interests of Grantees to shareholders
2. DEFINITIONS AND INTERPRETATION
2.1 Definitions
In this Scheme the following expressions have the following meanings:
"Adoption Date" means 25th January, 2002 (the date on
which the Scheme is adopted by
resolution of the Company in general
meeting);
"affiliate" means a company that directly, or
indirectly through one or more
intermediaries, controls or is
controlled by, or is under common
control with, the Company and includes
any company which is (a) the holding
company of the Company; or (b) a
subsidiary of the holding company of the
Company; or (c) a subsidiary of the
Company; or (d) a fellow subsidiary of
the Company; or (e) the controlling
shareholder of the Company; or (f) a
company controlled by the controlling
shareholder of the Company; or (g) a
company controlled by the Company; or
(h) an associated company of the holding
company of the Company; or (i) an
associated company of the Company;
"Allotment Date" the date on which Shares are allotted to
a Grantee pursuant to an Option granted
and exercised hereunder;
"associate" has the meaning set out in the Listing
Rules;
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"associated company" has the same meaning as in the Companies
Ordinance;
"Auditors" means the auditors for the time being of
the Company;
"Board" means the board of directors of the
Company or a duly authorised committee
thereof;
"Business Day" means any day on which the Stock
Exchange is open for the business of
dealing in securities;
"Cause" in relation to a Service Provider means
his being guilty of serious misconduct,
or having committed any act of
bankruptcy or having become insolvent or
having made any arrangements or
composition with his creditors
generally, or having been convicted of
any criminal offence involving his
integrity or honesty;
"Commencement in respect of any particular Option, the
Date" date on which that Option is deemed to
have been granted in accordance with
sub-paragraph 4.7 of the Scheme;
"Company" means Asia Satellite Telecommunications
Holdings Limited;
"Companies Ordinance" means the Companies Ordinance, Chapter
32 of the Laws of Hong Kong;
"connected person" has the meaning set out in the Listing
Rules;
"control" means the power to exercise a
controlling influence over the
management or policies of a company,
unless such power is solely the result
of an official position with such
company and any person who owns
beneficially, either directly or through
one or more controlled companies, more
than 30 per cent. of the voting
securities of a company (or such lower
amount as may from time to time be
specified in the Codes on Takeovers and
Mergers approved by the Securities and
Futures Commission (as amended from time
to time) being the control for
triggering a mandatory general offer)
shall be deemed to control such company
and "is controlled by" and "controlling"
shall have the corresponding meanings;
"Employee" means any person, including officers and
directors (whether executive or
non-executive), employed by the Company
or any affiliate. A Grantee shall not
cease to be an Employee in the case of
(a) any leave of absence
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approved by the Company or the relevant
affiliate; or (b) transfers between
locations of the Company; or (c)
transfers between the Company and any
affiliates;
"Grantee" means any Participant who accepts an
offer of the grant of an Option in
accordance with the terms of the Scheme
or (where the context so permits) the
legal personal representatives of such
Participant;
"holding company" has the same meaning as in section 2 of
the Companies Ordinance;
"immediate family members" means a spouse, a child or step-child, a
parent or step-parent, a brother,
sister, step-brother or step-sister; or
a mother-in-law, father-in-law,
son-in-law, daughter-in-law,
brother-in-law or sister-in-law
"Listing Rules" means the Rules Governing the Listing of
Securities on the Stock Exchange, as
amended from time to time;
"Mandate Limit" has the meaning set out in sub-paragraph
11.2 of the Scheme;
"Option" means an option to subscribe for Shares
granted pursuant to the Scheme;
"Option Agreement" means the offer and acceptance letter
between the Company and Grantee
evidencing the terms and conditions of
an individual Option as referred to in
sub-paragraph 4.5. Each Option Agreement
is subject to the terms and conditions
of the Scheme;
"Option Period" means, in respect of any particular
Option, such period during which the
Option may be exercised as the Board may
in its absolute discretion determine and
specify in relation to any particular
Grantee in his Option Agreement, save
that such period shall not expire later
than 10 years from the Commencement
Date;
"Participant" means a Service Provider or his related
trusts and companies;
"related trusts and means, in relation to a Service
companies" Provider, a trust solely for the benefit
of the Service Provider or his immediate
family members, and companies controlled
solely by the Service Provider or his
immediate family members;
"Scheme" means this Share Option Scheme in its
present or any amended form;
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"Service Provider" means any Employee or any consultant,
agent, representative or advisor of the
Company or any affiliate;
"Shares" means shares of $0.10 each of the
Company, or, if there has been a
sub-division, consolidation,
re-classification or re-construction of
the share capital of the Company, shares
forming part of the ordinary share
capital of the Company of such other
nominal amount as shall result from any
such sub-division, consolidation,
re-classification or re-construction;
"shareholders" holders of the Shares of the Company;
"Stock Exchange" means The Stock Exchange of Hong Kong
Limited or other principal stock
exchange in Hong Kong for the time
being;
"Subscription means the price per Share at which a
Price" Grantee may subscribe for Shares on the
exercise of an Option pursuant to
paragraph 5 of the Scheme;
"subsidiary" has the same meaning as in section 2 of
the Companies Ordinance;
"Hong Kong" the Hong Kong Special Administrative
Region of the People's Republic of
China; and
"$" means Hong Kong dollars.
2.2 CONSTRUCTION OF REFERENCES
In this Scheme:
(a) any reference to a paragraph is a reference to a paragraph of
this Scheme; and
(b) any reference to a person includes an individual, a body
corporate, a partnership, any other unincorporated body or
association of persons and any state or state agency.
2.3 INTERPRETATION
In this Scheme:
(a) words importing the plural include the singular and vice
versa; and
(b) words importing a gender include every gender.
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2.4 HEADINGS AND CONTENTS
The headings and contents in this Scheme do not affect its
interpretation.
3. ADMINISTRATION
3.1 AUTHORITY OF THE BOARD
The Scheme shall be subject to the administration of the Board whose
decision shall (save as otherwise provided herein) be final and
binding. The Board's administrative powers include the authority, in
its discretion:-
(a) to select Service Providers to whom Options may be granted
hereunder;
(b) to determine, subject to the requirements of the Listing Rules
and the law, the time of the grant of Options;
(c) to determine the number of Shares to be covered by each Option
granted hereunder;
(d) to approve forms of Option Agreements;
(e) to determine the terms and conditions, not inconsistent with
the terms of the Scheme, of any Option based in each case on
such factors as the Board, in its sole discretion, shall
determine. Such terms and conditions may include, but are not
limited to:
(i) the exercise price;
(ii) the period within which the Shares must be taken up
under the Option, which must not be more than 10
years from the Commencement Date;
(iii) the minimum period, if any, for which an Option must
be held before it can vest;
(iv) the performance targets, if any, that must be
achieved before the Option can be exercised;
(iv) the amount, if any, payable on application or
acceptance of the Option and the period within which
payments or calls must or may be made or loans for
such purposes must be repaid;
(v) prior notification being given to the Company of up
to 24 hours of any intended sale of Shares allotted
and issued upon exercise of the Option;
(f) to construe and interpret the terms of the Scheme and Options
granted pursuant to the Scheme;
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(g) to prescribe, amend and rescind rules and regulations relating
to the Scheme, including rules and regulations relating to
sub-schemes established for the purpose of qualifying for
preferred treatment under foreign laws;
(h) subject to sub-paragraph 11.6, to vary the terms and
conditions of any Option Agreement (provided that such
variation is not inconsistent with the terms of the Listing
Rules and the Scheme).
3.2 ADMINISTRATIVE STEPS ALREADY TAKEN
The Company has already applied to the Stock Exchange for:
(a) the approval of this Scheme;
(b) the approval of the subsequent grant of Options by the Company
pursuant to the terms and conditions of this Scheme; and
(c) the grant of listing of and permission to deal in the Shares
to be issued by the Company to any Grantee pursuant to the
terms and conditions of this Scheme.
4. GRANT OF OPTIONS
4.1 OPTIONS TO BE OFFERED WITHIN 10 YEARS
On and subject to the terms of the Scheme and the requirements of the
Listing Rules (in particular as to grant of options to directors, chief
executives and substantial shareholders of the Company or their
respective associates), the Board shall be entitled at any time within
10 years commencing on the Adoption Date (the timing of the grant being
subject to the requirements of the Listing Rules and the law) to make
an offer for the grant of an Option to any Service Provider as the
Board may in its absolute discretion select.
4.2 THE OFFER
An offer of the grant of an Option shall be made to a Service Provider
by letter in such form as the Board may from time to time determine,
specifying the number of Shares, the Subscription Price and the Option
Period in respect of which the offer is made and further requiring the
Participant to undertake to hold the Option on the terms on which it is
to be granted and to be bound by the provisions of the Scheme. An offer
may only be made on a Business Day.
4.3 TIMING OF OFFER
An offer of the grant of an Option may not be made after a price
sensitive event or a price sensitive matter has been the subject of a
decision, until such price sensitive information has been publicly
disseminated in accordance with the Listing Rules. In particular, but
only insofar as and for so long as the Listing Rules require, no Option
may be granted within the period of one month immediately preceding the
earlier of:
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(a) the date of the Board meeting (as such date is first notified
to the Stock Exchange) for the approval of the Company's
interim or annual results; and
(b) the deadline for the Company to publish its interim or annual
results announcement and ending on the date of the results
announcement.
4.4 FURTHER TERMS AND CONDITIONS
Subject to paragraph 5, the Board may grant Options in respect of which
the Subscription Price is fixed at different prices for certain periods
during the Option Period and may at its discretion impose additional
terms and conditions including those set out in sub-paragraph 3.1.
4.5 ACCEPTANCE
An offer remains open for acceptance by the Service Provider concerned
and, provided the Board so agrees, by a related trust or company of the
named Service Provider for a period of 28 days from the date of the
offer (or such longer period as the Board may specify in writing) and
when the offer of the Option is accepted, the terms of the letter
(referred to in sub-paragraph 4.2) shall form the Option Agreement.
An offer may not be accepted by a person who has ceased to be a Service
Provider after the offer has been made.
Each Grantee shall hold his Option in accordance with the terms of his
Option Agreement.
No offer shall be capable of or open for acceptance after the expiry of
10 years after the Adoption Date.
An offer of the grant of an Option shall have been accepted when the
duplicate letter comprising acceptance of the Option duly signed by the
Grantee together with a remittance in favour of the Company of $1.00 by
way of consideration for the grant thereof is received by the Company.
Such remittance shall in no circumstances be refundable. If such
remittance is not enclosed, acceptance of an offer shall create a
promise by the relevant Grantee to pay to the Company $1.00 on demand.
4.6 ACCEPTANCE OF FEWER SHARES
An offer of the grant of an Option may be accepted in respect of less
than the number of Shares which are offered provided that it is
accepted in respect of a number of Shares (which is clearly stated in
the acceptance of the offer) equal to a board lot for the purposes of
trading Shares on the Stock Exchange from time to time or an integral
multiple thereof.
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4.7 COMMENCEMENT DATE
Subject to sub-paragraphs 11.5 and 11.6, upon an offer being accepted
by a Participant in whole or in part in accordance with sub-paragraphs
4.5 and 4.6, an Option in respect of the number of Shares in respect of
which the offer was so accepted will be deemed to have been granted by
the Company to such Participant on the date of the offer and such date
of the offer shall be taken as the Commencement Date for such grants.
To the extent that the offer is not accepted within 28 days (or such
longer period as the Board may specify in writing) in the manner
indicated in sub-paragraph 4.5, it shall be deemed to have been
irrevocably declined.
In respect of Options the subject of sub-paragraph 11.4, 11.5 or 11.6,
the date of the board meeting for proposing such Option shall be deemed
to be the Commencement Date.
4.8 OFFERS MADE TO A DIRECTOR, CHIEF EXECUTIVE OR SUBSTANTIAL SHAREHOLDER
OF THE COMPANY OR ANY OF THEIR RESPECTIVE ASSOCIATES
Subject to sub-paragraphs 11.4, 11.5 and 11.6, but only insofar as and
for so long as the Listing Rules require, where any offer of an Option
is proposed to be made to a director, chief executive or substantial
shareholder of the Company or any of their respective associates, such
offer must first be approved by the independent non-executive directors
of the Company (excluding any independent non-executive director who is
the Grantee).
5. SUBSCRIPTION PRICE
The Subscription Price in respect of any particular Option shall be
such price as the Board may in its absolute discretion determine at the
time of grant of the relevant Option (and shall be stated in the letter
containing the offer of the grant of the Option) but the Subscription
Price shall not be less than whichever is the higher of:
(a) the closing price of the Shares as stated in the Stock
Exchange's daily quotations sheet on the Commencement Date;
(b) the average closing prices of the Shares as stated in the
Stock Exchange's daily quotation sheets for the five Business
Days immediately preceding the Commencement Date; and
(c) the nominal value of a share.
6. TRANSFERABILITY OF OPTIONS
An Option shall be personal to the Grantee and shall not be assignable
or transferable and no Grantee shall in any way sell, transfer, charge,
mortgage, encumber or create any interest in favour of any third party
over or in relation to any Option, or enter into any agreement so to
do. Provided that where the Grantee is a related trust or company
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of the Service Provider, the Option shall be deemed to have been
transferred where the Grantee were to cease to be a related trust or
company of a Service Provider other than by reason of the death or
total permanent physical or mental disability of the Service Provider.
Any breach of the foregoing shall entitle the Company to cancel any
outstanding Option or part thereof granted to such Grantee. A
resolution of the Board to the effect that the Grantee or the relevant
Service Provider has or has not breached any of the foregoing shall be
conclusive.
7. EXERCISE OF OPTIONS AND RIGHTS ATTACHING TO ALLOTTED SHARES
7.1 PROCEDURE FOR EXERCISE
An Option shall be exercised in whole or in part by the Grantee, to the
extent it is exercisable, by 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 so exercised. Any partial exercise of the
Option shall be in respect of such number of Shares as from time to
time constitutes a board lot for the purposes of trading Shares on the
Stock Exchange or an integral multiple thereof.
7.2 EXERCISE TO BE ACCOMPANIED BY REMITTANCE
Each such notice must be accompanied by a remittance for the full
amount of the Subscription Price for the Shares in respect of which the
notice is given.
7.3 DEADLINE FOR ALLOTMENT OF SHARES
Within 40 days after receipt of the notice and, where appropriate,
receipt of the Auditors' certificate pursuant to sub-paragraph 11.7 or
12.1, the Company shall allot the relevant Shares to the Grantee (or,
in the event of an exercise of Option by a personal representative, to
the estate of the Grantee) credited as fully paid and issue to the
Grantee (or his estate, as aforesaid) a share certificate in respect of
the Shares so allotted.
7.4 RIGHTS ATTACHING TO ALLOTTED SHARES
The Shares to be allotted upon the exercise of an Option shall be
subject to all the provisions of the Bye-laws of the Company for the
time being in force and will rank pari passu with the fully paid Shares
in issue on the Allotment Date 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 Allotment Date 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
Allotment Date, or, if later, before the date of registration of the
allotment in the register of members of the Company.
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8. CESSATION OF SERVICE OR EMPLOYMENT AND OTHER EVENTS
8.1 RETIREMENT, DEATH OR TOTAL PERMANENT PHYSICAL OR MENTAL DISABILITY OF A
SERVICE PROVIDER
If a Grantee (or in the case of a Grantee which is a related trust or
company of a Service Provider, the relevant Service Provider) dies or
becomes totally permanently physically or mentally disabled while a
Service Provider or in the case of a Service Provider being an
Employee, retires, the Option may be exercised within such period of
time as is specified in the Option Agreement (but in no event later
than the expiration of the term of such Option as set forth in the
Option Agreement).
In the absence of a specified time in the Option Agreement or allowed
by the Board, the Option shall remain exercisable for twelve (12)
months following the relevant Service Provider's retirement, death or
total permanent physical or mental disability. The Option may be
exercised within the applicable time period by the personal
representatives of the Service Provider.
If, at the time of retirement, death or total permanent physical or
mental disability, the Grantee is not vested as to his or her entire
Option, then, unless otherwise provided in the Option Agreement or
allowed by the Board, the Shares covered by the unvested portion of the
Option shall immediately lapse.
If the Option is not so exercised within the time specified above, the
Option shall lapse.
An Employee shall be taken to have retired on the date the Employee
retires upon or after reaching the age of retirement specified in his
service agreement or pursuant to any retirement policy of the Company
or any affiliate applicable to him from time to time or in case where
there is no such terms of retirement applicable to the Employee, with
the approval of the Board or the board of any affiliate (as the case
may be).
8.2 TERMINATION FOR CAUSE
If a Grantee (or in the event of a Grantee which is a related trust or
company of a Service Provider, the relevant Service Provider) ceases to
be a Service Provider for Cause the Option shall immediately lapse.
A resolution of the Board to the effect that the Grantee or relevant
Service Provider has or has not ceased to be a Service Provider for
Cause shall be conclusive.
8.3 TERMINATION OTHER THAN FOR RETIREMENT/DEATH/PERMANENT DISABILITY OR
CAUSE
If a Grantee (or in the case of a Grantee which is a related trust or
company of a Service Provider, the relevant Service Provider) ceases to
be a Service Provider other than pursuant to sub-paragraph 8.1 or 8.2,
then, unless otherwise provided in the Option Agreement, the Grantee
may exercise his or her Option within such period of time as is
specified in the Option Agreement (but in no event later than the
expiration of the term of such Option as set forth in the Option
Agreement).
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If, on the date of termination, the Grantee is not vested as to his or
her entire Option, then, unless otherwise provided in the Option
Agreement or allowed by the Board, the Shares covered by the unvested
portion of the Option shall lapse.
If the Option is not exercised within the time specified, the Option
shall lapse.
In the absence of a specified time in the Option Agreement or allowed
by the Board, the Option shall immediately lapse on the date of
termination.
8.4 GENERAL OFFER
If a general offer by way of takeover 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 association or
concert with the offeror), and the offer becomes or is declared
unconditional in all respects, the Grantee may by notice in writing to
the Company within 21 days of such date (or such longer time as the
Board may determine is appropriate to enable the Grantee to participate
in the offer on a similar basis to the holders of Shares) exercise the
Option which shall immediately vest (to the extent not already
exercised) to its full extent or to the extent specified in such
notice.
8.5 COMPROMISE OR ARRANGEMENT
If a compromise or arrangement between the Company and its members or
creditors is proposed for the purposes of the amalgamation of the
Company with any other company or companies, the Company shall give
notice to the Grantee on the same date as it despatches the notice to
each member or creditor of the Company summoning the meeting to
consider such a compromise or arrangement, and thereupon the Grantee
(or his personal representatives) may until the expiry of the period
commencing with such date and ending with the earlier of the date 2
calendar months thereafter or the date on which such compromise or
arrangement is sanctioned by the court exercise any of his Options
which shall immediately vest (to the extent not already exercised)
whether in full or in part, but the exercise of an Option as aforesaid
shall be conditional upon such compromise or arrangement being
sanctioned by the court and becoming effective, and upon such
compromise or arrangement becoming effective, all Options shall lapse
except insofar as previously exercised under the Scheme. The Company
may require the Grantee to transfer or otherwise deal with the Shares
issued as a result of the exercise of Options in these circumstances so
as to place the Grantee in the same position, as nearly as possible, as
would have been the case had such Shares been subject to such
compromise or arrangement;
8.6 VOLUNTARY WINDING-UP OF THE COMPANY
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 on the same date as or soon after it despatches such notice to
each member of the Company give notice thereof to all Grantees
(together with a notice of the existence of the provisions of this
Clause)
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and thereupon, each Grantee (or his or her personal representatives)
shall be entitled to exercise all or any of his Options which shall
immediately vest (to the extent not already exercised) at any time not
later than two Business Days prior to 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
Business Day immediately prior to the date of the proposed general
meeting referred to above, allot the relevant Shares to the Grantee
credited as fully paid.
9. LAPSE OF OPTION
Subject to the discretion of the Board to extend the Option Period as
referred to in sub-paragraphs 3.1, 8.1 and 8.3, an Option shall lapse
automatically (to the extent not already exercised) on the earliest
of:-
(a) the expiry of the Option Period;
(b) the expiry of any of the periods referred to in paragraph 8;
and
(c) the date on which the Board certifies that there has been a
breach of paragraph 6.
10. CANCELLATION OF OPTIONS
Options granted but not exercised may be cancelled by the Company with
the approval of the Participant.
Where the Company cancels Options and issues new ones to the same
Grantee, the issue of such new Options may only be made under the
Scheme with available unissued Options (excluding the cancelled
Options) within the limits set out in sub-paragraphs 11.1, 11.2, 11.3,
11.4 and 11.5.
11. MAXIMUM NUMBER OF SHARES AVAILABLE UNDER THE SCHEME
11.1 OVERRIDING LIMIT
The limit on the number of Shares which may be issued upon exercise of
all outstanding options granted and yet to be exercised under the
Scheme and any other schemes must not exceed 30% of the Shares in issue
from time to time. No options may be granted under any schemes of the
Company if this will result in the limit being exceeded.
11.2 MANDATE LIMIT
In addition to the limit set out in sub-paragraph 11.1, the total
number of Shares which may be issued upon exercise of all options to be
granted under the Scheme and any other schemes must not in aggregate
exceed 10% of the Shares in issue as at the Adoption Date being
39,026,550 Shares ("Mandate Limit"). Options lapsed in
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accordance with the terms of the Scheme or any other schemes will not
be counted for the purpose of calculating the 10% limit.
11.3 REFRESHING OF MANDATE LIMIT
The Company may refresh the Mandate Limit. However, the total number of
Shares which may be issued upon exercise of all options to be granted
under all of the schemes of the Company under the limit as refreshed
must not exceed 10% of the Shares in issue as at the date of approval
of the limit. Options previously granted under the schemes (including
those outstanding, cancelled, lapsed in accordance with the scheme or
exercised options) will not be counted for the purpose of calculating
the limit as refreshed.
11.4 GRANT TO SPECIFICALLY IDENTIFIED PARTICIPANTS
Specifically identified Participants may be granted Options beyond the
Mandate Limit. The Company may in addition seek separate approval by
its shareholders in general meeting for granting Options beyond the
Mandate Limit provided the Options in excess of the limit are granted
only to Participants specifically identified by the Company before such
approval is sought. The date of board meeting for proposing such
further grant should be taken as the Commencement Date for such grants.
11.5 LIMIT FOR EACH PARTICIPANT
The total number of Shares issued and to be issued upon exercise of
Options (whether exercised or outstanding) in any 12-month period
granted to each Participant must not exceed 1% of the Shares in issue.
Any further grant of Options in excess of this limit is subject to
separate approval by the shareholders of the Company in general meeting
with the relevant Grantee and his associates (as defined in the Listing
Rules) abstaining from voting. The date of board meeting for proposing
such further grant should be taken as the Commencement Date for such
grants.
11.6 GRANT TO SUBSTANTIAL SHAREHOLDER AND INDEPENDENT NON-EXECUTIVE DIRECTOR
Insofar and for so long as the Listing Rules so require, unless
specifically approved by the shareholders in general meeting, no Option
may be granted to any 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 to be issued
upon exercise of all Options already granted or to be granted
(including options exercised, cancelled and outstanding) to such person
under the Scheme and any other scheme(s) in the 12-month period up to
and including the date of board meeting for proposing such further
grant:
(a) representing in aggregate over 0.1% of the issued share
capital of the Company in issue; and
(b) having an aggregate value, based on the closing price of the
Shares at the date of the board meeting for proposing such
further grant, in excess of HK$5 million.
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In such general meeting, the grant of Options to the substantial
shareholder or independent non-executive director, or any of their
respective associates shall, for so long and insofar as the Listing
Rules so require, be approved by the shareholders of the Company by way
of poll with all connected persons of the Company abstaining from
voting, except that any connected person may vote against such
resolution provided that he has informed the Company of his intention
to do so and such intention has been stated in the relevant circular to
shareholders.
The date of board meeting for proposing such further grant should be
taken as the Commencement Date for such grants.
In addition, for so long and insofar as the Listing Rules so require
any variation in the terms of Option granted to a Grantee who is a
substantial shareholder or an independent non-executive director of the
Company, or any of their respective associates, must be approved by the
shareholders in general meeting.
11.7 ADJUSTMENT TO MAXIMUM NUMBER
The maximum number of Shares referred to in this paragraph 11 will be
adjusted, in such manner as the Auditors shall certify to be
appropriate in accordance with paragraph 12, in the event of any
alteration in the capital structure of the Company whether by way of
capitalisation of profits or reserves, rights issue, consolidation,
subdivision or reduction of the share capital of the Company or
otherwise howsoever.
12. REORGANISATION OF CAPITAL STRUCTURE
12.1 In the event of any alteration in the capital structure of the Company
whilst any Option remains exercisable, whether by way of a
capitalisation issue, rights issue, consolidation or subdivision of
shares or reduction of capital or otherwise howsoever in accordance
with legal requirements and requirements of the Stock Exchange, such
corresponding alterations (if any) shall be made to:
(a) the number and/or nominal amount of Shares subject to the
Option so far as unexercised; and/or
(b) the Subscription Price; and/or
(c) the maximum number of Shares referred to in paragraph 11,
as the Auditors shall certify in writing to the Board either generally
or as regards any particular Grantee to be in their opinion fair and
reasonable (except in the case of a capitalisation issue where no such
certification shall be required), provided that:
(i) any such alterations shall be made on the basis that the
aggregate Subscription Price payable by a Grantee on the full
exercise of any Option shall remain as
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nearly as possible the same (but shall not be greater than) it
was before such event;
(ii) no such alterations shall be made the effect of which would be
to enable a Share to be issued at less than its nominal value;
and
(iii) no such alterations shall be made the effect of which would be
to increase the proportion of the issued share capital of the
Company for which any Grantee is entitled to subscribe
pursuant to the Options held by him.
For the avoidance of doubt only, the issue of securities as
consideration in a transaction shall not be regarded as a circumstance
requiring any such alterations.
12.2 If there has been any alteration in the capital structure of the
Company as referred to in sub-paragraph 12.1, the Company shall, in
accordance with sub-paragraph 17.3 inform each Grantee of such
alteration and inform the Grantee of the adjustment (if any) to be made
in accordance with the certificate of the Auditors obtained by the
Company for such purpose.
12.3 In giving any certificate under sub-paragraph 12.1 the Auditors shall
be deemed to be acting as experts and not as arbitrators and their
certification shall, in the absence of manifest error, be final and
binding on the Company and the Grantees.
13. 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.
14. 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.
15. ALTERATION OF THE SCHEME
15.1 The Scheme may be altered in any respect by resolution of the Board
except that the provisions of the Scheme as to:
(a) the definitions of "affiliate", "Employee", "Grantee",
"immediate family members", "Option Period", "Participant" and
"Service Provider" in sub-paragraph 2.1; and
(b) the provisions of sub-paragraphs 4.1, 4.2, 4.3, 4.8,
paragraphs 5, 6, sub-paragraph 7.4, paragraphs 11, 12, and
this paragraph 15.
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shall not be altered to the advantage of Grantees or prospective
Grantees except with the prior sanction of a resolution of the Company
in general meeting, provided that no such alteration shall operate to
affect adversely the terms of issue of any Option granted or agreed to
be granted 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 the time being of
the Company for a variation of the rights attached to the Shares.
Any alterations to the terms and conditions of the Scheme, which are of
a material nature and any change to the terms of the Options granted,
shall be approved by the shareholders of the Company, except where the
alterations take effect automatically under the existing terms of the
Scheme.
The amended terms of the Scheme shall comply with the relevant
requirements of Chapter 17 of the Listing Rules.
Any change to the authority of the Board in relation to any alteration
to the terms of the Scheme shall be approved by the shareholders of the
Company.
15.2 Subject to the Listing Rules and the terms of the Scheme the Board may,
at any time and in its absolute discretion, remove, waive or vary the
conditions, restrictions or limitations imposed in an Option Agreement
on compassionate or any other grounds.
16. TERMINATION
The Company by resolution in general meeting or the Board may at any
time terminate the operation of the Scheme and in such event no further
Options will be offered after the Scheme is terminated but in all other
respects the provisions of the Scheme shall remain in full force and
effect. All Options granted prior to such termination and not then
exercised shall remain valid.
17. MISCELLANEOUS
17.1 COSTS OF ESTABLISHING SCHEME
The Company shall bear the costs of establishing and administering the
Scheme, including any costs of the Auditors in relation to the
preparation of any certificate by them or providing any other service
in relation to this Scheme.
17.2 SCHEME NOT PART OF CONTRACT FOR SERVICES
The Scheme shall not form part of any contract of employment or for
services between the Company or any affiliate and any Service Provider,
and the rights and obligations of any Service Provider under the terms
of his office or employment or provision of service 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 Service
Provider no additional rights to compensation or damages in consequence
of the
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termination of such office or employment or service provider
relationship for any reason.
By accepting an offer of the grant of an Option a Grantee shall be
deemed irrevocably to have waived any entitlement, by way of
compensation for loss of office or otherwise howsoever, to any sum or
other benefit to compensate him for or in respect of any loss of any
rights or benefits under any Option then held by him or otherwise in
connection with the Scheme.
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 give rise to any cause of action at
law or in equity against the Company.
17.3 TERMS OF THE SCHEME TO BE NOTIFIED TO ALL PARTICIPANTS
The Company will provide a summary of the terms of the Scheme to all
Participants on joining the Scheme (and a copy of this document to any
Participant who requests such a copy). The Company will provide to all
Participants all details relating to changes in the terms of the Scheme
during the life of the Scheme immediately upon such changes taking
effect.
17.4 COPIES OF NOTICES AND OTHER DOCUMENTS TO HOLDERS OF SHARES
A Grantee shall be entitled to receive copies of all notices and other
documents sent by the Company to holders of Shares at the same time or
within a reasonable time of any such notices or documents being sent to
holders of Shares.
17.5 METHOD OF SERVING NOTICE
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 at 23rd Floor, East Exchange Tower, 00-00 Xxxxxxxx Xxxx, Xxxx Xxxx
or as notified to the Grantee 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.
Any notice or other communication served by post:
(a) by the Company shall be deemed to have been served 24 hours
after the same was put in the post; and
(b) by the Grantee shall not be deemed to have been received until
the same shall have been received by the Company.
17.6 REGULATORY CONSENT
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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. By accepting an
offer of the grant of an Option or exercising his Option, the Grantee
thereof is deemed to have represented to the Company that he has
obtained all such consents. 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 or the exercise of any Option.
17.7 GOVERNING LAW
The Scheme and all Options granted hereunder shall be governed by and
construed in accordance with Hong Kong law.
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