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China Information Technology Development Limited — Share Issue/Capital Change 2016
Apr 11, 2016
51312_rns_2016-04-11_ac187515-b7a2-4e03-82a1-c51ba0e6437a.pdf
Share Issue/Capital Change
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8178)
GRANT OF SHARE OPTIONS
This announcement is made pursuant to Rule 23.06A of the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the “ GEM Listing Rules ”).
The board (the “ Board ”) of directors (the “ Directors ”) of China Information Technology Development Limited (the “ Company ”) hereby announces that the Board had resolved to grant an aggregate of 323,448,000 share options (the “ Options ”) to the grantees (the “ Grantees ”) of the Company on 11 April 2016 (the “ Date of Grant ”), to subscribe, in aggregate, for up to 323,448,000 ordinary shares (each a “ Share ”) of HK$0.1 each in the share capital of the Company subject to acceptance of the Grantees, under the share option scheme (the “ Share Option Scheme ”) adopted by the Company on 2 August 2012 and the payment of HK$1.00 by each of the Grantees upon acceptance of the Options.
Details of the Options granted are set out below:
Date of Grant : 11 April 2016
- Exercise price : HK$0.185 per Share, representing the highest of (i) the closing price of HK$0.177 per Share as stated in the daily quotations sheets issued by the Stock Exchange on the Date of Grant; (ii) the average closing price of HK$0.185 per Share as stated in the daily quotation sheets issued by the Stock Exchange for the five business days immediately preceding the Date of Grant; and (iii) HK$0.1, being the nominal value of a Share
Number of Options : 323,448,000 Options (each Option shall entitle the Grantees to granted subscribe for one Share)
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Closing price of : HK$0.177 per Share
the Shares as quoted on the Stock Exchange on the Date of Grant
Validity period of : From the Date of Grant to 10 April 2017 (both days inclusive) the Options Vesting date of : Subject to other conditions imposed and the rules of the Share Option the Options Scheme, the Options shall be exercisable from the Date of Grant and up to 10 April 2017 (both days inclusive).
All Grantees are either Directors, substantial shareholder (as defined in the GEM Listing Rules), employees and/or consultants of the Group. Among the total of 323,448,000 Options granted, an aggregate of 105,984,000 Options were granted to the following Grantees who are either the Director, chief executive and/or substantial shareholder of the Company, or an associate (as defined in the GEM Listing Rules) of any of them:
| Name of Grantees Relationship with the Company Mr. Wong Kui Shing, Danny Executive Director and substantial shareholder of the Company Mr. Tse Chi Wai Executive Director Mr. Takashi Togo Executive Director Mr. Wong Chi Yung Executive Director Ms. Wu Jingjing Executive Director Mr. Hung Hing Man Independent non-executive Director Mr. May Tai Keung, Nicholas Independent non-executive Director Dr. Chen Shengrong Independent non-executive Director Total |
Number of Options granted 936,000 32,328,000 32,328,000 32,328,000 2,016,000 2,016,000 2,016,000 2,016,000 105,984,000 |
Approximate % to issued share capital of the Company as at the date of this announcement 0.024% 0.833% 0.833% 0.833% 0.052% 0.052% 0.052% 0.052% 2.731% |
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Save as disclosed in this announcement, none of other Grantees is a Director, chief executive or substantial shareholder of the Company, or an associate of any of them.
Under Rule 23.04(1) of the GEM Listing Rules and the provision of the Share Option Scheme, each grant of Options 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 Directors. The grants of the Options to each of Mr. Wong Kui Shing, Danny, Mr. Tse Chi Wai, Mr. Takashi Togo, Mr. Wong Chi Yung, Ms. Wu Jingjing, Mr. Hung Hing Man, Mr. May Tai Keung, Nicholas and Dr. Chen Shengrong have been approved by all the independent non-executive Directors of the Company in a board meeting dated 11 April 2016 (save that each of them has abstained from voting on the respective resolutions in relation to the grant of Options to himself/herself).
Given that each grant of Options to (i) Mr. Wong Kui Shing, Danny, being a substantial shareholder of the Company; (ii) Mr. Hung Hing Man, being an independent non-executive Director; (iii) Mr. May Tai Keung Nicholas, being an independent non-executive Director; and (iv) Dr. Chen Shengrong being an independent non-executive Director would not result in the Shares issued and to be issued upon exercise of all Options already granted and to be granted (including Options exercised, cancelled and outstanding) to it, collectively in the 12-month period up to and including the Date of Grant: representing in aggregate over (a) 1% of the Shares in issue pursuant to Rule 23.03(4); and (b) 0.1% of the Shares in issue and having an aggregate value, based on the closing price of the Shares at the Date of Grant, in excess of HK$5 million pursuant to Rule 23.04(1), the grant of Options to each of Mr. Wong Kui Shing, Danny, Mr. Hung Hing Man, Mr. May Tai Keung Nicholas and Dr. Chen Shengrong are not required to be approved by the shareholders of the Company at general meeting.
By order of the Board China Information Technology Development Limited Tse Chi Wai Executive Director and Company Secretary
Hong Kong, 11 April 2016
As at the date of this announcement, the Board comprises Mr. Wong Kui Shing, Danny (Chairman and Chief Executive Officer), Mr. Tse Chi Wai, Ms. Wu Jingjing, Mr. Takashi Togo and Mr. Wong Chi Yung as executive Directors; Mr. Hung Hing Man, Mr. May Tai Keung, Nicholas and Dr. Chen Shengrong as independent non-executive Directors.
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This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.
This announcement will be available on the Company’s website http://www.chinainfotech.com.hk and will remain on the “Latest Company Announcement” page on the GEM website at http://www.hkgem. com for at least 7 days from the date of its posting.
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