DIT Group Limited — Proxy Solicitation & Information Statement 2003

Oct 24, 2003

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

If you are in any doubt as to any aspect of this circular, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in South East Group Limited (the “Company”), you should at once hand this circular and the enclosed proxy form to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

SOUTH EAST GROUP LIMITED 東南國際集團有限公司[*]

(Incorporated in Bermuda with limited liability)

ADOPTION OF A NEW SHARE OPTION SCHEME

A letter from the Board of South East Group Limited is set out on pages 3 to 5 of this circular.

A notice convening a special general meeting of South East Group Limited to be held at Room 2705, 27th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong on 7 November, 2003 at 10:00 a.m. is set out on pages 6 and 7 of this circular.

A form of proxy is also enclosed. Whether or not you are able to attend and vote at the special general meeting, you are requested to complete the enclosed proxy form and return it to the Company at its principal place of business at Room 2705, 27th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the special general meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from subsequently attending and voting at the special general meeting or any adjournment thereof should you so wish.

* For identification purposes only

24 October, 2003

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

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CONTENTS

		Page
Responsibility Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		i
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
–	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
–	The New Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
–	Value of the Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
–	Conditions of the Adoption of the New Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
–	Documents Available for Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
–	Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
–	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of	Special General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix – Summary of the Principal Terms of the rules of the New Scheme . . . . . . . . . . . . . . .		8

– ii –

DEFINITIONS

In this circular, except where the context otherwise requires, the following terms shall have the following meanings:

“Associate” shall, in relation to an Eligible Participant, have the meaning ascribed thereto in the Listing Rules; “Board” the board of Directors or a duly authorised committee of the board of Directors; “Business Day” a day on which the Stock Exchange is open for business of dealing in securities; “Company” South East Group Limited, a company incorporated in Bermuda with limited liability, the securities of which are listed on the Stock Exchange; “Connected Person” has the meaning ascribed thereto in the Listing Rules; “Directors” the directors of the Company for the time being; “Eligible Participant” has the meaning ascribed thereto in paragraph (b) of the Appendix to this Circular; “Group” the Company and its Subsidiaries; “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China; “Invested Entity” any entity in which any member of the Group holds an equity interest;

• “Latest Practicable Date” 24 October, 2003, being the latest practicable date prior to the printing of this Circular for ascertaining certain information for inclusion in this circular;

• “Listing Committee” the listing sub-committee of the Stock Exchange responsible for listing matters;

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time;

• “New Scheme” the share option scheme of the Company to be proposed for adoption by the Company at the Special General Meeting, a summary of the principal terms of the rules of which is set out in the Appendix on pages 8 to 13 of this circular;

• “Old Scheme” the previous (and now lapsed) executive share option scheme of the Company adopted on 1 July, 1991

• “Option” an option to be granted to subscribe for Shares pursuant to the New Scheme, the adoption of which is subject to the approval by the Shareholders at the Special General Meeting;

“Scheme Period”

the period commencing on the date on which the New Scheme is adopted by Shareholders in Special General Meeting and expiring at the close of business on the tenth anniversary thereof;

• “Shareholders”

holder of Shares;

– 1 –

DEFINITIONS

“Shares”	ordinary shares of par value HK$0.10 each in the issued share
	capital of the Company, or, of such other par value as shall result
	from a sub-division, consolidation, re-classification or re-
	construction of the share capital of the Company from time to
	time;
“Special General Meeting”	the special general meeting of the Company to be held on 7
	November 2003 at 10:00 a.m., notice of which is set out on pages
	6 and 7 of this circular;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Subsidiary”	a company which is for the time being and from time to time a
	subsidiary (within the meaning ascribed thereto in the Companies
	Ordinance (Cap. 32 of the Laws of Hong Kong) or the Companies
	Act 1981 of Bermuda) of the Company, whether incorporated in
	Hong Kong, Bermuda or elsewhere;
“Substantial Shareholder”	has the meaning ascribed thereto under the Listing Rules;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong; and
“%”	per cent.

– 2 –

LETTER FROM THE BOARD

SOUTH EAST GROUP LIMITED 東南國際集團有限公司[*]

(Incorporated in Bermuda with limited liability)

Executive Directors: Budiman RAHARDJA (Chairman) KWAN Kei Chor, Samuel

Non-Executive Directors: CHEN Zhi Yung CHEN Lee Mui Independent Non-Executive Directors: LO Yuk Lam WONG Kam Wah

Registered Office: Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Principal place of business in Hong Kong: Room 2705, 27th Floor The Centrium 60 Wyndham Street Central, Hong Kong

24 October, 2003

To the Shareholders

Dear Sir or Madam,

ADOPTION OF A NEW SHARE OPTION SCHEME

INTRODUCTION

The Board noted that an announcement was issued by the Stock Exchange on 23 August, 2001 on the amendments to Chapter 17 (Equity Securities – Share Option Schemes) of the Listing Rules and that such amendments became effective on 1 September, 2001.

The Old Scheme was adopted on 1 July, 1991 (“Adoption Date”) at the time when the Company’s shares were first listed on the Stock Exchange. Under the Old Scheme the Board was authorised to grant options to any person in full time employment of any company in the Group including any executive director of any company in the Group subject to the restrictions and to other terms and conditions set out therein. More than ten years have passed since the Adoption Date and the Old Scheme has lapsed. No options to subscribe for Shares have been granted which are outstanding by any company within the Group.

The Board proposes to adopt the New Scheme which will be in compliance with such new requirements, subject to the approval of the Shareholders.

The purpose of this circular is to provide Shareholders with information relevant to the New Scheme. This circular also sets out a notice of the Special General Meeting to be convened to consider and, if thought fit, to approve the New Scheme.

THE NEW SCHEME

A summary of the principal terms of the proposed New Scheme is set out in the Appendix to this circular.

The purpose of the New Scheme is to provide incentives or rewards to certain Eligible Participants for their contribution or potential contribution to the growth and development of the Group. To ensure that this purpose is achieved, the rules of the New Scheme provide that the Board is empowered with the authority to determine the terms and conditions of any option based in each case on relevant factors as the Board considers appropriate. The Board believes that the authority given to the Board under the New Scheme to specify the Eligible Participants to whom options may be granted, the number of Shares subject to each option, the date on which options shall be granted, any minimum holding period and/or performance targets as conditions in any option granted (notwithstanding that there is no general

* For identification purposes only

– 3 –

LETTER FROM THE BOARD

requirement imposed with respect thereto under the terms of the New Scheme) and the requirement for a minimum exercise price and the basis for determining the exercise price prescribed by the rules of the New Scheme will serve to protect the value of the Company as well as to achieve the purpose of the New Scheme.

Under the New Scheme, conditional upon the occurrence of the events mentioned in the paragraph headed “Conditions of the adoption of the New Scheme” below, the Board will be authorised to grant options to selected Eligible Participants to subscribe for Shares under the New Scheme and to allot and issue Shares pursuant to the exercise of any outstanding options which may be granted under the New Scheme. Upon adoption of the New Scheme by the Shareholders at the Special General Meeting, and subject to fulfillment of the condition set out in paragraph (b) in the section below headed “Conditions of the adoption of the New Scheme”, the New Scheme will become operative for the Scheme Period.

Subject to the obtaining of Shareholders’ approval with respect to the adoption of the New Scheme, the total number of Shares which may be issued upon exercise of all options to be granted under the New Scheme and any other share option schemes of the Company shall not in aggregate exceed 10% of the Shares in issue at the date of approval of the New Scheme.

Assuming no Shares will be issued or repurchased prior to the date of the Special General Meeting on which the New Scheme is expected to be adopted by the Shareholders, the total number of the Shares in issue as at the date of the Special General Meeting will be 330,571,880. Subject to the New Scheme becoming effective, the Company may grant options under the New Scheme and any other share options schemes of the Company in respect of which up to 33,057,188 Shares may be issued.

VALUE OF THE OPTIONS

The Board considers that it is not appropriate to state the value of all options that can be granted pursuant to the New Scheme as if they had been granted on the Latest Practicable Date, as a number of variables which are crucial for the calculation of the option value have not yet been determined. Such variables include but are not limited to the exercise price, exercise period, lock up period (if any), performance targets set (if any) and other relevant variables, such as the fact that the options may become lapsed or cancelled prior to the normal expiry of their respective option periods on the happening of certain events as specified in the New Scheme which are not predictable or controllable by the Directors. The Board believes that any calculation of, or statement regarding, the value of any option which might have been granted on the Latest Practicable Date would be based on a number of speculative assumptions and would therefore not be meaningful but would be misleading to Shareholders.

CONDITIONS OF THE ADOPTION OF THE NEW SCHEME

The New Scheme will become effective for a period of 10 years ending at the close of business on the tenth anniversary of the date of the Special General Meeting subject to and conditional upon, inter alia:

• (a) the approval of the adoption of the New Scheme by the passing of an ordinary resolution by the Shareholders at the Special General Meeting; and

• (b) the granting by the Listing Committee of the listing of, and permission to deal in, any Shares to be allotted and issued pursuant to the exercise of options up to 10% of the Shares in issue as at the date of the Special General Meeting granted by the Company under the New Scheme.

Application has been made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in up to 10% of the number of Shares in issue as at the date of approval of the New Scheme by the Shareholders, the Shares which may fall to be issued pursuant to the exercise of any Options that may be granted under the New Scheme.

– 4 –

LETTER FROM THE BOARD

DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the proposed New Scheme (subject to minor amendments) will be available for inspection at the Company’s head office and principal place of business in Hong Kong at Room 2705, 27th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong during normal business hours on any week day (except public holidays) from 24 October, 2003 up to and including 7 November, 2003 and will also be available for inspection at the Special General Meeting.

SPECIAL GENERAL MEETING

A notice convening the Special General Meeting for the purpose of considering and, if thought fit, passing the resolutions to approve and adopt the New Scheme is set out on pages 6 and 7 of this circular. A form of proxy is enclosed for the use by Shareholders at the Special General Meeting. You are requested to complete and return the form of proxy to the Company of its principal place of business at Room 2705, 27th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong as soon as possible, and in any event not later than 48 hours before the time appointed for the holding of the Special General Meeting or any adjournment thereof. The lodging of a form of proxy will not preclude you from subsequently attending the Special General Meeting or any adjournment thereof and voting in person should you so wish.

RECOMMENDATION

The Board believes that the adoption of the New Scheme is in the best interests of the Company and the Shareholders as a whole, as it will enable the Company to create more incentives and benefits for appropriate Eligible Participants and increase their productivity and contribution or potential contribution to the Group. Accordingly, the Board recommends that the Shareholders vote in favour of the resolutions to be proposed at the Special General Meeting and as set out in the notice of the Special General Meeting.

Yours faithfully, For and on behalf of the Board Budiman RAHARDJA Chairman

– 5 –

NOTICE OF SPECIAL GENERAL MEETING

SOUTH EAST GROUP LIMITED 東南國際集團有限公司[*]

(Incorporated in Bermuda with limited liability)

NOTICE IS HEREBY GIVE N that a special general meeting of South East Group Limited (the “Company”) will be held at Room 2705, 27th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong on 7 November, 2003 at 10:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions which will be proposed as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

“ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) granting of approval of the listing of, and permission to deal in, the shares of the Company to be issued pursuant to the exercise of any options granted under the New Scheme up to 10% of the shares of the Company in issue as at the date of adoption of the New Scheme, the rules of which are contained in the document marked “A” produced to the meeting and for the purposes of identification signed by the chairman of the board of directors of the Company, the New Scheme BE AND IS HEREBY approved and adopted;

AND THAT with effect from the date on which the New Scheme becomes unconditional, the board of directors of the Company BE AND IS HEREBY authorised to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the New Scheme, for and on behalf of the Company, including, but without limitation:

• (1) to administer the New Scheme under which options may be granted to Eligible Participants (as defined in the Scheme) to subscribe for shares in the capital of the Company;

• (2) to offer and grant options under the New Scheme and to allot, issue and otherwise deal with the Shares pursuant to the exercise of any options which may fall to be granted under the new Scheme;

• (3) to modify and/or amend the New Scheme from time to time provided that such modification and/or amendment is effected in accordance with the provisions of the New Scheme relating to modification and/or amendment;

• (4) to make application at the appropriate time or times to the Stock Exchange or any other stock exchanges upon which the issued shares of the Company may for the time being be listed, for listing of, and permission to deal in, any shares of the Company which may hereafter from time to time be issued and allotted pursuant to the exercise of any options granted under the New Scheme; and

• (5) to consent, if it so deems fit and expedient, to such conditions, modifications and/or variations as may be required or imposed by the relevant authorities in relation to the New Scheme;

and that to the extent permissible under the bye-laws of the Company, the Rules Governing the Listing of Securities on the Stock Exchange and the rules of the New Scheme, the Directors may vote in respect of any resolution(s) under or affecting the New Scheme (including the granting of options thereunder or approving the allotment and issue of Shares upon exercise of options thereunder) notwithstanding any interest(s) of any Director(s).”

By Order of the Board CHAN Sau Chee, Charis Company Secretary

Hong Kong, 24 October, 2003

* For identification purposes only

– 6 –

NOTICE OF SPECIAL GENERAL MEETING

Notes:

1. A form of proxy for use at the meeting is being despatched to the Shareholders together with a copy of this notice.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person authorised to sign the same.

3. Every Shareholder entitled to attend and vote at the special general meeting convened by the above notice shall be entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.

4. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney or authority, must be deposited at the Company at its principal place of business at Room 2705, 27th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong not less than 48 hours before the time appointed for holding the Special General Meeting or any adjournment thereof.

5. Completion and deposit of the form of proxy will not preclude a Shareholder from attending and voting in person at the Special General Meeting convened or any adjournment thereof, and in such event, the form of proxy will be deemed to be revoked.

6. A copy of the New Scheme referred to in the above ordinary resolution will be available for inspection at the Company’s head office and principal place of business in Hong Kong at Room 2705, 27th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong from 24 October, 2003 up to and including 7 November, 2003 and at the Special General Meeting.

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SUMMARY OF THE PRINCIPAL TERMS OF THE RULES OF THE NEW SCHEME

APPENDIX

The following is a summary of the principal terms of the rules of the New Scheme proposed to be adopted by the Shareholders at the Special General Meeting.

(a) Purpose of the new scheme

The purpose of the New Scheme is to enable the Company to grant options to selected participants as incentives or rewards for their contribution or potential contribution to the growth and development of the Group.

(b) Who may join and basis of eligibility

The Directors may, at their absolute discretion, invite any person belonging to any of the following classes of participants (the “Eligible Participants”), to take up options to subscribe for Shares:

• (i) any employee or officer (whether full time or part time, and including any executive director) of any member of the Group or any Invested Entity;

• (ii) any non-executive directors (including independent non-executive directors) of any member of the Group or any Invested Entity;

• (iii) any supplier of goods or services to any member of the Group or any Invested Entity;

• (iv) any customer of any member of the Group or any Invested Entity;

• (v) any person or entity that provides research, development or other technological support to any member of the Group or any Invested Entity;

• (vi) any holder of any securities or securities convertible into any securities issued by any member of the Group or any Invested Entity,

and, for the purposes of the New Scheme, the options may be granted to any company wholly owned by one or more such Eligible Participants.

The basis of eligibility of any of the above class of Eligible Participants to the grant of any options shall be determined by the Directors from time to time on the basis of his contribution or potential contribution to the development and growth of the Group.

(c) Maximum number of Shares

• (i) The total number of Shares which may be allotted and issued upon exercise of all options (excluding, for this purpose, options which have lapsed in accordance with the terms of the New Scheme and any other share option scheme of the Group) to be granted under the New Scheme and any other share option scheme of the Group must not in aggregate exceed 10% of the Shares in issue as at the date of approval of the New Scheme (the “10% Limit”).

• (ii) The maximum number of Shares which may be allotted and issued upon exercise of all outstanding options granted and yet to be exercised under the New Scheme and any other share option scheme of the Group must not in aggregate exceed 30% of the Shares in issue from time to time (the “30% Limit”).

No option may be granted under any schemes of the Group if such grant would result in the 30% limit being exceeded.

• (iii) Without prejudice to (iv) below, the Company may, after issuing a circular containing the information required by the Listing Rules to the Shareholders, seek approval of the Shareholders in general meeting to refresh the 10% Limit (the “Refreshed Limit”) provided that the total number of Shares which may be issued upon exercise of all options to be granted under the Refreshed Limit (when aggregated with any Shares subject to any other share option scheme(s) of the Company and/or any subsidiary) must not exceed 10% of the

– 8 –

SUMMARY OF THE PRINCIPAL TERMS OF THE RULES OF THE NEW SCHEME

APPENDIX

Shares in issue as at the date of approval of the Refreshed Limit. For the purpose of calculating the Refreshed Limit, options (including those options outstanding, cancelled, lapsed or exercised in accordance with the New Scheme and any other share option scheme of the Group) previously granted under the New Scheme and any other share option scheme of the Group will not be counted.

• (iv) Without prejudice to (iii) above, the Company may, after issuing a circular containing the information required by the Listing Rules to the Shareholders, seek separate approval of the Shareholders in general meeting to grant options in respect of which the number of Shares falling to be issued would exceed the 10% Limit or, if applicable, the Refreshed Limit to certain Eligible Participants provided such options in excess of the 10% Limit or the Refreshed Limit (as the case may be), are granted only to those Eligible Participants specifically identified by the Company before such approval is sought. Such circular shall contain a generic description of the specifically identified Eligible Participants to whom such options are to be granted, the number and terms of such options to be granted, the purpose of granting such options to the specifically identified Eligible Participants with an explanation as to how the terms of such options serve such purpose and such information as required by the Listing Rules.

(d) Maximum entitlement of each Eligible Participant

Unless approved by the Shareholders, the total number of Shares issued and to be issued upon exercise of all options granted to any Eligible Participant under the New Scheme and any other share option scheme of the Group (including both exercised and outstanding options) in any 12-month period shall not exceed 1% of the total number of Shares in issue for the time being (“Maximum Entitlement”). Any further grant of options to an Eligible Participant in excess of the Maximum Entitlement in any 12month period ending on and including the date of such further grant shall be separately approved by the Shareholders in general meeting of the Company with such Eligible Participant and his Associates abstaining from voting. The Company must issue a circular to the Shareholders containing the information required by the Listing Rules.

(e) Grant of options to a Director, chief executive or Substantial Shareholder of the Company, or any of their respective Associates

• (i) Any grant of options under the New Scheme and any other share option scheme of the Group to a Director, chief executive (excluding a proposed Director or chief executive), or Substantial Shareholder of the Company, or any of their respective Associates, shall be approved by the independent non-executive directors of the Company (excluding any independent nonexecutive director who is the proposed grantee of the options).

• (ii) Where any grant of options to a Substantial Shareholder or an independent non-executive director of the Company, or any of their respective Associates, would 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 such person in the 12-month period up to and including the date of such grant:

• (aa) representing in aggregate over 0.1% of the Shares in issue; and

• (bb) having an aggregate value, based on the closing price of the Shares at the date of such grant, in excess of HK$5 million,

such further grant shall be approved by the Shareholders in general meeting. The Company shall send a circular to the Shareholders and all Connected Persons of the Company must abstain from voting at such general meeting, except that any Connected Person may vote against the relevant resolutions at the general meeting provided that his intention to do so has been stated in the circular. Any vote taken at the general meeting to approve such grant must be taken on a poll. Any change in the terms of options granted to 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 in the manner set forth above.

– 9 –

SUMMARY OF THE PRINCIPAL TERMS OF THE RULES OF THE NEW SCHEME

APPENDIX

(f) Time of Acceptance and exercise of option

• (i) An offer for the grant of an option shall be deemed to have been accepted when the duplicate letter of the offer is duly completed, signed and returned to the Company with the payment of HK$10.00 as consideration within 28 days from the date of offer. Upon acceptance of such offer in the foregoing manner, the date of grant of the option will be deemed to be the date of offer.

• (ii) An option may be exercised in accordance with the terms of the New Scheme at any time during a period (the “Option Period”) (which may not expire later than 10 years from the date of grant) to be determined and notified by the Directors to each grantee or, in the absence of such determination, from the date of grant of such option to the earlier of: (a) the date on which such option lapses; and (b) 10 years from the date of grant of that option.

• (iii) There is no general requirement regarding any minimum period of time a grantee must hold an option granted to him before exercising such option. However, the Directors may determine from time to time to impose such a requirement of such a minimum period.

(g) Performance targets

Save as determined by the Board and provided in the offer of the grant of the relevant options, there is no performance target which must be met by a grantee before any of the options granted may be exercised.

(h) Exercise price for Shares

The price per Share payable on the exercise of an option under the New Scheme is to be determined by the Directors, provided always that it shall not be less than the highest of: (i) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet (the “Closing Price”) on the date of offer of grant (which is deemed to be the date of grant if the offer for the grant of an option is accepted by the Eligible Participant), which must be a Business Day; (ii) the average of the Closing Price for the five Business Days immediately preceding the date of offer of grant; and (iii) the par value of one Share.

(i) Ranking of Shares

The Shares to be allotted upon the exercise of an option will be subject to all the provisions of the Bye-laws of the Company for the time being in force and will rank pari passu in all respects with the existing fully paid Shares in issue on the date on which the option is duly exercised (the “Exercise Date”), and accordingly will entitle the holders thereof to participate in all dividends or other distributions paid or made on or after the Exercise Date other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor shall be before the Exercise Date. Shares allotted upon the exercise of an option shall not carry voting rights until the name of the grantee has been entered on the register of the Company as the holder thereof.

(j) Restrictions on the time of grant of options

A grant or offer for grant of options shall not be made after a price sensitive event has occurred or a price sensitive matter has been the subject of a decision until such price sensitive information has been published in such manner as required under the Listing Rules. In particular, no option may be granted by the Company during the period commencing one (1) month immediately preceding the earlier of: (i) the date of the Board meeting of the Company (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for the approval of the Company’s annual, interim or quarterly results; and (ii) the deadline for the Company to publish its annual, interim or quarterly results announcement under the Listing Rules, and ending on the date of the relevant results announcement, which said period shall cover any period of delay in the publication of the relevant results announcement.

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SUMMARY OF THE PRINCIPAL TERMS OF THE RULES OF THE NEW SCHEME

APPENDIX

(k) Period of the New Scheme

The New Scheme will remain in force for a period of 10 years commencing on the date on which the New Scheme becomes unconditional.

(l) Rights on ceasing employment on certain named grounds

If a grantee of an option ceases to be an Eligible Participant by reason of such grantee’s employment or service agreement with the Group or any member thereof or any Invested Entity being terminated on one or more of the following grounds, that is, the grantee has (i) been guilty of persistent or serious misconduct; or (ii) committed any act of bankruptcy or has become insolvent or has made any arrangements or composition with his creditors generally; or (iii) been convicted of any criminal offence (other than an offence which in the opinion of the Directors does not bring the grantee or the Group or any member thereof or the Invested Entity into disrepute), before exercising his option in full, the option (to the extent not already exercised) shall lapse immediately on the date of termination and shall not be exercisable unless the Directors otherwise determine, in which event: (1) the grantee may exercise the option (to the extent not already exercised) in whole or in part within such period as the Directors may determine following the date of such termination, which date shall be taken to be the last day on which the grantee was still under such employment or service (as the case may be) agreement, whether or not the grantee was actually at work with the Group or any member thereof or the Invested Entity or whether salary is paid in lieu of notice or not; or (2) if any of the events referred to in paragraph (p) or (q) occur during such period determined by the Directors, the grantee may exercise the option (to the extent not already exercised) pursuant to paragraph (p) or (q), as the case may be.

(m) Rights on ceasing to be an eligible participant by reason of death or ill-health or retirement etc

If a grantee of an option ceases to be an Eligible Participant by reason of his death, insanity, injury, disability, redundancy, ill-health or retirement in accordance with his contract of employment or service with the Group or any member thereof or any Invested Entity before exercising the option in full, then: (1) the grantee (or his personal representative(s), as appropriate) may exercise the option (to the extent not already exercised) in whole or in part within a period of 12 months following the date of death or cessation of employment or service which date shall be the last day on which the grantee was still under such employment or service (as the case may be) agreement, whether or not the grantee was actually at work with the Group or any member thereof or Invested Entity or whether salary is paid in lieu of notice or not (if applicable); or (2) if any of the events referred to in paragraph (p) or (q) occur during such period, the grantee (or his personal representative(s), as appropriate) may exercise the option (to the extent not already exercised) pursuant to paragraph (p) or (q), as the case may be.

(n) Rights on ceasing employment by reason other than death or ill-health or retirement or on any of the grounds listed in paragraph (l)

If a grantee of an option who is an employee of any member of the Group or any member thereof or any Invested Entity ceases to be an Eligible Participant by reason of such grantee’s employment or service agreement with the Group or any member thereof or any Invested Entity being terminated (for any reason other than such grantee’s death, insanity, injury, disability, redundancy, ill-health or retirement in accordance with his contract of employment or service and such termination is not on any of the grounds specified in paragraph (l) above) before exercising his option in full, the option (to the extent not already exercised) shall lapse 1 month (or such longer period as the Directors may determine) from the date of termination and shall not be exercisable thereafter unless the Directors otherwise determine in which event: (1) the grantee may exercise the option (to the extent not already exercised) in whole or in part within such period following the date of such termination, which date shall be taken to be the last day on which the grantee was still under such employment or service (as the case may be) agreement, whether or not the grantee was actually at work with the Group or any member thereof or the Invested Entity or whether salary is paid in lieu of notice or not (if applicable); or (2) if any of the events referred to in paragraph (p) or (q) occur during such period, the grantee may exercise the option (to the extent not already exercised) pursuant to paragraph (p) or (q), as the case may be.

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SUMMARY OF THE PRINCIPAL TERMS OF THE RULES OF THE NEW SCHEME

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(o) Rights on ceasing to be an eligible participant by reason of certain named grounds

If the Directors shall at their absolute discretion determine that (i) a Grantee who is not an employee of the Group or any member thereof or any Invested Entity, or his Associate, has committed any breach of any contract entered into between such Grantee or his Associate on the one part and the Group or any member thereof or any Invested Entity on the other part, or that such Grantee has committed any act of bankruptcy or has become insolvent or is subject to any winding-up, liquidation or analogous proceedings or has made any arrangement or composition with his creditors generally or has been convicted of any criminal offence (other than an offence which in the opinion of the Directors does not bring the Grantee or the Group or any member thereof or Invested Entity into disrepute); and (ii) the options granted to such Grantee under the New Scheme shall immediately lapse, such options shall immediately lapse and shall not in any event be exercisable on or after the date on which the Directors have so determined the matters set forth in (i) and (ii).

(p) Rights on a general or partial offer, a compromise or arrangement

If a general or partial offer, whether by way of take-over offer, share re-purchase offer, or scheme of arrangement or otherwise in like manner is made to all the Shareholders, or all such Shareholders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror, the Company shall use all reasonable endeavours to procure that such general or partial offer is extended to all the grantees on the same terms, mutatis mutandis, and assuming that they will become, by the exercise in full of the options granted to them (to the extent not already exercised), Shareholders. If such general or partial offer becomes or is declared unconditional or such scheme of arrangement is formally proposed to the Shareholders, a grantee shall, notwithstanding any other terms on which his option was granted, be entitled to exercise his option (to the extent not already exercised) to its full extent or to the extent specified in the grantee’s notice to the Company in exercise of his option at any time thereafter and before the close of such general or partial offer (or any revised offer) or the record date for entitlements under the scheme of arrangement, as the case may be. Subject to the above, an option will lapse automatically (to the extent not exercised) on the date on which such general or partial offer (or, as the case may be, revised offer) closes.

(q) Rights on winding up

In the event of an effective resolution being proposed for the voluntary winding-up of the Company during the Option Period, the Company shall forthwith give notice thereof to all grantees of options and each grantee may, subject to the provisions of all applicable laws, by notice in writing to the Company at any time no later than 2 Business Days prior to the date on which such resolution is passed, exercise his option (to the extent not already exercised) either to its full extent or to the extent specified in such notice in accordance with the provisions of the New Scheme and shall accordingly be entitled, in respect of the Shares falling to be allotted and issued upon the exercise of his option, to participate in the distribution of the assets of the Company available in liquidation pari passu with the Shareholders of record on the day prior to the date of such resolution. Once such resolution is duly passed, all options shall, to the extent that they have not been exercised, thereupon lapse and determine on the commencement of the winding-up.

(r) Effects of alteration to capital; change of control

In the event of a capitalisation of profits or reserve, rights issue, sub-division or consolidation or reduction of share capital of the Company whilst an option remains exercisable, adjustments (if any) to the number or nominal amount of Shares the subject matter of the New Scheme and the option so far as unexercised and/or the exercise price and/or the method of exercise of the option concerned and/or the maximum number of Shares referred to in paragraph (c), (d) and (e) above shall be made if the auditors for the time being of the Company or an independent financial adviser certify that such adjustment ought in their opinion fairly and reasonably to be made; provided that (i) any such adjustment shall be made on the basis that a Grantee shall have the same proportion of equity capital as that to which that Grantee was previously entitled on the full exercise of any option; (ii) no such adjustment shall be made the effect of which would be to enable a Share to be issued at less than its nominal value; and (iii) the issue of securities of the Company as consideration in a transaction shall not be regarded as a circumstance requiring adjustment. In addition, in respect of any aforesaid adjustments, other than any made on a

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SUMMARY OF THE PRINCIPAL TERMS OF THE RULES OF THE NEW SCHEME

APPENDIX

capitalisation issue, the auditors of the Company or an independent financial adviser must confirm to the Directors in writing that the adjustments have satisfied the requirements of the relevant provisions of the Listing Rules.

To the extent that any options have not vested at the time of a change of control of the Company (“Outstanding Options”) all of the Outstanding Options shall immediately vest and be exercisable by the grantee upon such change of control.

(s) Cancellation of options

The Company may at any time cancel any option granted but not exercised on such grounds as mentioned under the New Scheme or any other grounds as the Company may think just and appropriate in the circumstances. If the Company after any such cancellation of any option wishes to issue new option(s) under the New Scheme to the same grantee of such cancelled options for replacement, the issue of such new option(s) may only be made under a share option scheme with available unissued options (excluding cancelled options) within the limit approved by shareholders of the Company as referred to in paragraph (c).

(t) Termination of the New Scheme

The Company may by resolution in general meeting at any time terminate the New Scheme and following which no further options shall be offered or granted and all remaining options that have yet to be granted will become void or non-exercisable, but in all other respects the provisions of the New Scheme shall remain in force to the extent necessary to give effect to the exercise of any options (to the extent not already exercised) granted prior to the termination or otherwise as may be required in accordance with the provisions of the New Scheme. Options (to the extent not already exercised) granted prior to such termination shall continue to be valid and exercisable in accordance with the New Scheme.

(u) Rights are personal to the grantee

An option shall be personal to the grantee and shall not be transferable or assignable and no grantee shall in any way sell, assign, transfer, charge, mortgage, encumber or create any interest whatsoever in favour of any third party over or in relation to any option or enter into any agreement so to do. Any breach of the foregoing by a grantee shall entitle the Company to cancel any or all options or part thereof granted to such grantee to the extent not already exercised.

(v) Alteration of the New Scheme

The New Scheme may be altered in any respect by resolution of the Board except that:

• (i) the terms and conditions of the New Scheme relating to the matters set out in Rule 17.03 of the Listing Rules shall not be altered to the advantage of grantees or prospective grantees except with the prior approval of the Shareholders 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 under the Bye-laws of the Company for a variation of the rights attached to Shares;

• (ii) any alterations to the terms and conditions of the New Scheme which are of a material nature or any change to the terms of options already granted must be approved by the Shareholders in general meeting, except where the alterations take effect automatically under the existing terms of the New Scheme;

• (iii) any change to the authority of the Directors in relation to any alteration, amendment or change to the terms and conditions of the New Scheme shall be approved by the Shareholders in general meeting; and

• (iv) any amendment to any terms of the New Scheme or the options granted shall comply with the relevant requirement of Chapter 17 of the Listing Rules.

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