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Future Data Group Limited Share Issue/Capital Change 2023

Apr 3, 2023

51343_rns_2023-04-03_f9452e81-c01e-4d6c-aea2-69ebb4f164b6.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.

FUTURE DATA GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8229)

GRANT OF SHARE OPTIONS

This announcement is made by Future Data Group Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) pursuant to Rules 23.06A, 23.06B and 23.06C of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the “ GEM Listing Rules ”).

The board (the “ Board ”) of directors (the “ Directors ”) of the Company announces that on 3 April 2023, the Company offered to grant a total of 19,200,000 share options (the “ Share Options ”) under the share option scheme adopted by the Company on 21 June 2016 (the “ Share Option Scheme ”) to a total of 5 grantees who are employees of the Group (the “ Grantees ”), subject to the acceptance by the Grantees. The Grantees are entitled, subject to the terms and conditions of the grant and upon exercise, to subscribe for total of 19,200,000 shares of the Company (the “ Shares ”). A summary of such grant is set out below:

Date of Grant: 3 April 2023

Exercise price of Share Options granted:

HK$0.656 per Share, representing the highest of:

  • (i) the closing price of HK$0.640 per Share as stated in the daily quotation sheet issued by The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) on the Date of Grant;

  • (ii) the average closing price of HK$0.656 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$0.01, being the nominal value of a Share

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Closing price of the Shares on HK$0.640 per Share the date of grant:

  • Number of Share Options 19,200,000 granted:

  • Vesting period of the Share All of the Share Options granted shall be vested to the Options: Grantees 12 months after the date of grant

  • Exercise period of the Share Ten (10) years from the date of grant Options:

  • Performance target:

  • There is no performance target attached to the Share Options granted. The purpose of the Share Option Scheme is to provide incentive or reward to eligible persons for their contribution to the Group and/or to enable the Group to recruit and retain high-calibre employees and attract human resources that are valuable to the Group. The number of Share Options to be granted are based on the work performance and potential contributions of the Grantees and no additional performance target is imposed before the Share Options are vested to the Grantees. The remuneration committee of the Board considered the grant of the Share Options aligned with the purpose of the Share Option Scheme to motivate the Grantees and reinforce their commitment to long term services of the Group

Clawback mechanism:

  • The Share Options granted are subject to the clawback mechanism as set out in the terms of the Share Option Scheme, in particular, the lapse of Options upon cessation of employment of the Grantees under specified circumstances (such as being guilty of misconduct or in breach of material term of the relevant employment contract or engagement contract) and the cancellation of the Share Options at the discretion of the Board and with the consent of the relevant Grantee

  • Financial assistance:

  • The Group has not provided any financial assistance to the Grantees to facilitate the purchase of Shares under the Share Option Scheme

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All Grantees are employees of the Group who are primarily responsible for business development of the Group or for financial reporting and financial control matters or for administrative matters. The Company believes the grant of the Share Options to the Grantees constitutes rewards for their services rendered and furnish the Grantees with personal stake in the Company, which will serve to incentivise them to make continuing effort and contribution to the Company. It also enables them to share results of the development of the Company and is in the interests of the Company as a whole.

To the best of the Directors’ knowledge, information and belief having made reasonable enquiries, (i) none of the Grantees is a Director, chief executive or substantial shareholder of the Company and/or any of its subsidiaries, or any of their respective associates (as defined in the GEM Listing Rules); (ii) none of the Grantees is a participant with options and awards granted and to be granted exceeding the 1% individual limit under the GEM Listing Rules; and (iii) none of the Grantees is a related entity participant or a service provider (as defined under the GEM Listing Rules) with options and awards granted and to be granted in any 12-month period exceeding 0.1% of the total issued Shares.

After the above grant of Share Options, 20,800,000 remaining Shares will be available for future grant under the existing scheme mandate limit of the Share Option Scheme.

By order of the Board Future Data Group Limited Tao Hongxia Chairman and Executive Director

Hong Kong, 3 April 2023

As at the date of this announcement, the executive Directors are Ms. Tao Hongxia, Mr. Lee Seung Han and Mr. Tao Guolin; and the independent non-executive Directors are Mr. Chan Kin Ming, Mr. Lam Chi Cheung Albert and Mr. Yu Wing Chung.

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 remain on the “Latest Listed Company Information” page of the website of the Stock Exchange at www.hkexnews.hk for at least seven days from the day of its publication. This announcement will also be published on the Company’s website at www.futuredatagroup.com.

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