Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Sign up Log in

Huscoke Holdings Limited Proxy Solicitation & Information Statement 2003

Feb 13, 2003

49409_rns_2003-02-13_65b418b0-c052-4a6a-a33f-5cc7210c0e28.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold all your shares in Shanghai Industrial Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

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.

==> picture [383 x 49] intentionally omitted <==

(Incorporated in Hong Kong with limited liability)

PROPOSALS FOR TERMINATION OF EXISTING SHARE OPTION SCHEMES AND

ADOPTION OF NEW SHARE OPTION SCHEMES FOR THE COMPANY AND

SIIC MEDICAL SCIENCE AND TECHNOLOGY (GROUP) LIMITED

A notice convening an extraordinary general meeting of Shanghai Industrial Holdings Limited to be held at the Conference Room, 26th Floor, Harcourt House, 39 Gloucester Road, Hong Kong, on Friday, 31st May, 2002 at 3: 30 p.m. (or so soon thereafter as the annual general meeting of the Company to be convened for the same day and place shall have been concluded or adjourned) is set out on pages 20 to 21 of this circular.

Whether or not you intend to attend the meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the registered office of the Company at 26th Floor, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting should you so wish.

10th May, 2002

CONTENTS

Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Chairman
1. Introduction
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2. Termination of the SIHL Existing Scheme and adoption of
the SIHL New Scheme
. . . . . . . . . . . . . . . . . . . . . . . . . . .		 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3. Conditions precedent of the SIHL New Scheme
. . . . . . . .		 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4. Explanation of the terms of the SIHL New Scheme
. . . . .		 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
5. Value of the Options under the SIHL New Scheme
. . . . .		 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
6. Termination of the SIIC MedTech Existing Scheme
and adoption of the SIIC MedTech New Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
7. Conditions precedent of the SIIC MedTech New Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
8. Explanation of the terms of the SIIC MedTech New Scheme
. . . . . . . . . . . . . . . . . . . . . . . . . . .		 8
9. Value of the Options under the SIIC MedTech New Scheme
. . . . . . . . . . . . . . . . . . . . . . . . . . .		 9
10. Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
11. Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
12. Documents available for inspection
. . . . . . . . . . . . . . . . . . .		 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
13. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Appendix I
—
Summary of the principal terms of the SIHL New Scheme . . . . . . . . . . . . .		 10
Appendix II
—
Summary of the principal terms of the SIIC MedTech New Scheme . . . . .		 15
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

— i —

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

‘‘AGM’’ the Annual General Meeting of the Company to be held at the Conference
Room, 26th Floor, Harcourt House, 39 Gloucester Road, Hong Kong on
Friday, 31st May, 2002 at 3: 00 p.m.;
‘‘associate’’ shall have the same meaning ascribed to it under the Listing Rules;
‘‘Board’’ the board of directors of the Company or a duly authorised committee
thereof for the time being, including the independent non-executive directors
of the Company;
‘‘Business Day’’ a day (other than a Saturday or a Sunday) on which licensed banks are
generally open for business in Hong Kong and the Stock Exchange is open
for business of dealing in securities;
‘‘Company’’ Shanghai Industrial Holdings Limited, a company incorporated in Hong
Kong with limited liability, the Shares of which are listed on the Stock
Exchange;
‘‘Companies Ordinance’’ Companies Ordinance, Chapter 32 of the Laws of Hong Kong;
‘‘Directors’’ the directors of the Company for the time being;
‘‘EGM’’ the Extraordinary General Meeting of the Company to be held at the
Conference Room, 26th Floor, Harcourt House, 39 Gloucester Road, Hong
Kong on Friday, 31st May, 2002 at 3: 30 p.m. (or so soon thereafter as the
AGM to be convened for the same day and place shall have been concluded
or adjourned), the notice of which is enclosed in this circular;
‘‘EGM Notice’’ the notice convening the EGM as set out on pages 20 to 21 of this circular;
‘‘GEM’’ the Growth Enterprise Market of the Stock Exchange;
‘‘GEM Listing Rules’’ the Rules Governing the Listing of Securities on GEM;
‘‘Grantee’’ any Participant who accepts an Offer in accordance with the terms of the
SIHL New Scheme or (where the context so permits) a person who is
entitled to any such Option in consequence of the death of the original
Grantee;
‘‘Group’’ the
Company,
its
Subsidiaries,
its
associated
companies,
its
jointly
controlled entities and its related companies;
‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of
China;
‘‘Latest Practicable Date’’ 8th May, 2002, being the latest practicable date prior to the printing of this
circular for ascertaining certain information contained herein;
‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange;

— 1 —

DEFINITIONS

‘‘Offer’’ the offer of the grant of an Option made by the Board in accordance with the
SIHL New Scheme;
‘‘Offer Date’’ the date on which an Offer is made to a Participant in accordance with the
SIHL New Scheme, which date must be a Business Day;
‘‘Option’’ a right to subscribe for Shares pursuant to the terms of the SIHL New
Scheme;
‘‘Option Period’’ a period to be determined by the Board at its absolute discretion and notified
by the Board to each Grantee as being the period during which an Option
may be exercised, such period to expire not later than 10 years from the date
of grant of the Option. The Board may also provide restrictions on the
exercise of such Option during the period an Option may be exercised;
‘‘Ordinary Resolutions’’ the proposed ordinary resolutions as referred to in the EGM Notice;
‘‘Participant’’ any director (or any persons proposed to be appointed as such, whether
executive or non-executive) and employee (whether full-time or part-time)
of each member of the Group; any executive or employee of any business
consultant, professional and other advisers to each member of the Group (or
any persons proposed to be appointed as such) who have rendered service or
will render service to the Group, as absolutely determined by the Board;
‘‘related company’’ means a company, an entity or an enterprise (wherever incorporated and
whether limited by shares or otherwise) in which (a) the Company is directly
or indirectly interested in less than 20% of the issued share capital or equity
interest of such company or entity or enterprise; or holds less than 20% of
the voting rights of such company or entity or enterprise but is the largest
shareholder or the holder of the largest voting rights of such company or
entity or enterprise (as the case may be); or (b) in the opinion of the Board,
the Company is able to exercise significant influence to such company or
entity or enterprise;
‘‘Relevant Company’’ means the Company, the relevant Subsidiary, associated company, jointly
controlled entity or related company of the Company, as the case may be;
‘‘Share(s)’’ share(s) of $0.10 each in the capital of the Company (or of such other
nominal
amount
as
shall
result
from
a
sub-division,
consolidation,
reclassification or reconstruction of the share capital of the Company from
time to time);
‘‘SIHL Existing Scheme’’ the share option scheme adopted by the Company at its general meeting on
17th May, 1996 for the employees and the executive directors of the
Company or any Subsidiary of the Company;
‘‘SIHL New Scheme’’ the new share option scheme proposed to be adopted by the Company at the
EGM, a summary of the principal terms of the rules of which are set out in
Appendix I to this circular;

— 2 —

DEFINITIONS

  • ‘‘SIIC MedTech’’

  • ‘‘SIIC MedTech’’ SIIC Medical Science and Technology (Group) Limited, a company incorporated in the Cayman Islands with limited liability, the share capital of which is listed on GEM and is beneficially interested as to 64.3 per cent. by the Company;

  • ‘‘SIIC MedTech Board’’ the board of directors of SIIC MedTech or a duly authorised committee thereof for the time being, including the independent non-executive directors of SIIC MedTech (and, in so far as may be required under the GEM Listing Rules, the independent non-executive directors of any holding company of SIIC MedTech which is also listed on the GEM or the Main Board of the Stock Exchange);

  • ‘‘SIIC MedTech EGM’’ the extraordinary general meeting of SIIC MedTech held on 6th May, 2002 to approve, among other things, the termination of the SIIC MedTech Existing Scheme and the adoption of the SIIC MedTech New Scheme;

  • ‘‘SIIC MedTech Existing the share option scheme adopted by SIIC MedTech at its general meeting on Scheme’’ 11th November, 1999 for the full-time employees and the executive directors of SIIC MedTech or any subsidiary of SIIC MedTech;

  • ‘‘SIIC MedTech New the new share option scheme approved and adopted by SIIC MedTech at the Scheme’’ SIIC MedTech EGM, a summary of the principal terms of the rules of which are set out in Appendix II to 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 of the Companies Ordinance of Hong Kong);

  • ‘‘substantial shareholder’’ shall have the same meaning ascribed to it under the Listing Rules; and

  • ‘‘$’’ Hong Kong dollars.

— 3 —

LETTER FROM THE CHAIRMAN

==> picture [383 x 49] intentionally omitted <==

(Incorporated in Hong Kong with limited liability)

Executive Directors:

Mr. Cai Lai Xing (Chairman)

Mr. Chen Wei Shu (Vice Chairman) Mr. Zhuo Fu Min (Vice Chairman)

Mr. Lu Ming Fang (Chief Executive Officer)

Registered Office: 26th Floor Harcourt House 39 Gloucester Road Hong Kong

Mr. Li Wei Da (Deputy CEO)

Mr. Lu Yu Ping (Deputy CEO)

Mr. Qian Shi Zheng (Deputy CEO)

Mr. Zhou Jie (Deputy CEO)

Mr. Lu Da Yong Mr. Cao Fu Kang Mr. Wen Song Quan Mr. Ge Wen Yao

Mr. Huang Yan Zheng

Mr. Gu Wen Xing

Independent Non-executive Directors:

Mr. Lee Quo Wei

Mr. Lo Ka Shui

Mr. Woo Chia-Wei

Mr. Leung Pak To, Francis

10th May, 2002

To Shareholders of the Company

Dear Sir or Madam,

PROPOSALS FOR

TERMINATION OF EXISTING SHARE OPTION SCHEMES AND ADOPTION OF NEW SHARE OPTION SCHEMES FOR THE COMPANY AND SIIC MEDICAL SCIENCE AND TECHNOLOGY (GROUP) LIMITED

1. INTRODUCTION

The SIHL Existing Scheme was adopted by the Company on 17th May, 1996. It will expire on 16th May, 2006. To be in line with the recent changes of the Listing Rules in relation to share option schemes and to provide the Company with a flexible means of giving incentive to, rewarding, remunerating, compensating and/or providing benefits to the Participants and for such other purposes as the Board may approve from time to time, the Board proposes that the SIHL Existing Scheme be terminated and the SIHL New Scheme for the Participants be approved and adopted at the EGM.

— 4 —

LETTER FROM THE CHAIRMAN

Reference is also made to the circular dated 15th April, 2002 of SIIC MedTech. To be in line with the recent changes of the GEM Listing Rules in relation to share option schemes and to provide SIIC MedTech with a flexible means of giving incentive to, rewarding, remunerating, compensating and/or providing benefits to the participants of its share option scheme and for such other purposes as the SIIC MedTech Board may approve from time to time, the SIIC MedTech Board had proposed ordinary resolutions to approve the termination of the SIIC MedTech Existing Scheme and the adoption of the SIIC MedTech New Scheme at the SIIC MedTech EGM, which were duly passed by the shareholders of SIIC MedTech at the SIIC MedTech EGM.

In order for the SIIC MedTech New Scheme to become effective, the termination of the SIIC MedTech Existing Scheme and the adoption of the SIIC MedTech New Scheme must be approved by the shareholders of the Company in addition to the approval by the shareholders of SIIC MedTech at the SIIC MedTech EGM. For that reason, the Board proposes that the SIIC MedTech Existing Scheme be terminated and the SIIC MedTech New Scheme be also approved and adopted at the EGM.

The purpose of this circular is to provide you with information regarding the SIHL New Scheme and the SIIC MedTech New Scheme and to seek your approval of the Ordinary Resolutions relating to these matters at the EGM.

2. TERMINATION OF THE SIHL EXISTING SCHEME AND ADOPTION OF THE SIHL NEW SCHEME

At the EGM, Ordinary Resolution no.1 will be proposed that the SIHL Existing Scheme be terminated and the SIHL New Scheme be approved and adopted at the EGM. A summary of the principal terms of the SIHL New Scheme is set out in Appendix I hereto. Subject to the approval of the shareholders of the Company at the EGM of the termination of the SIHL Existing Scheme and the adoption of the SIHL New Scheme, the SIHL Existing Scheme will be terminated with effect from the conclusion of the EGM and the SIHL New Scheme will take effect, subject to the approval of the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Shares to be issued and allotted under the SIHL New Scheme, on the date of its adoption at the EGM. Operation of the SIHL New Scheme will commence after all conditions precedent as referred to in paragraph 3 below have been fulfilled.

The Board granted options pursuant to the SIHL Existing Scheme to participants to subscribe for a total of 98,250,000 Shares representing approximately 10.8 per cent. of the issued share capital of the Company as at the Latest Practicable Date, approximately 1.6 per cent. of which represent options lapsed. Save as aforesaid and up to the Latest Practicable Date, no other options have been granted to any participant under the SIHL Existing Scheme. As at the Latest Practicable Date, options representing 36,023,000 Shares were exercised, options representing 47,527,000 Shares were still outstanding and options representing 14,700,000 Shares were lapsed under the SIHL Existing Scheme. There was no option cancelled under the SIHL Existing Scheme. The Board confirms that prior to the EGM, it will not grant any further option under the SIHL Existing Scheme. Besides the SIHL Existing Scheme, there were no other subsisting share option schemes of the Company as at the Latest Practicable Date.

Upon termination of the SIHL Existing Scheme, no further options may be offered thereunder. However, in respect of the outstanding options mentioned in the preceding paragraph, the provisions of the SIHL Existing Scheme shall remain in force. The abovementioned outstanding options granted under the SIHL Existing Scheme shall continue to be subject to the provisions of the SIHL Existing Scheme and the provisions of Chapter 17 of the Listing Rules which took effect from 1st September, 2001 and the adoption of the SIHL New Scheme will not in any event affect the terms in respect of such outstanding options.

— 5 —

LETTER FROM THE CHAIRMAN

As at the Latest Practicable Date, the issued share capital of the Company comprised 908,110,000 Shares. Assuming that there is no change in the issued share capital between the period from the Latest Practicable Date and the date of the adoption of the SIHL New Scheme, the number of Shares issuable pursuant to the SIHL New Scheme on the date of its adoption will be 90,811,000 Shares.

3. CONDITIONS PRECEDENT OF THE SIHL NEW SCHEME

The SIHL New Scheme will take effect upon satisfaction of the following conditions:

  • (i) the passing of an ordinary resolution approving the termination of the SIHL Existing Scheme by the shareholders of the Company in general meeting;

  • (ii) the passing of an ordinary resolution approving the adoption of the SIHL New Scheme by the shareholders of the Company in general meeting and authorising the directors of the Company to grant Options to subscribe for Shares thereunder and to allot and issue Shares pursuant to the exercise of any Options granted under the SIHL New Scheme; and

  • (iii) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Shares to be issued and allotted pursuant to the exercise of the Options granted under the SIHL New Scheme.

Upon satisfaction of the above conditions, the Board will have the right to grant to the Participants Options to subscribe for Shares, which when aggregated with options to be granted under any other share option schemes (if any) of the Company, representing up to 10 per cent. of the total number of Shares in issue as at the date of approval of the SIHL New Scheme, unless the Company obtains a fresh approval from its shareholders to refresh the 10 per cent. limit. The maximum number of Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the SIHL New Scheme and any other share option schemes of the Company shall not exceed 30 per cent. of the issued share capital of the Company from time to time.

Application has been made to the Stock Exchange for the listing of, and permission to deal in, the Shares to be issued and allotted pursuant to the exercise of the Options granted under the SIHL New Scheme.

Once the SIHL New Scheme is adopted, any alterations to the terms and conditions thereof, which are of a material nature, must be approved by the shareholders of the Company, except where the alterations take effect automatically pursuant to the terms originally provided in the SIHL New Scheme.

4. EXPLANATION OF THE TERMS OF THE SIHL NEW SCHEME

The terms of the SIHL New Scheme are in line with the provisions of the revised Chapter 17 of the Listing Rules, which govern the terms of the share option schemes of listed companies. Further, the SIHL New Scheme will provide the Company with a flexible means of giving incentive to, rewarding, remunerating, compensating and/or providing benefits to the Participants and for such other purposes as the Board may approve from time to time. Therefore, the SIHL New Scheme, if adopted, will be in the interest of the Company as a whole in terms of management and operation. Accordingly, the Board proposes to recommend the shareholders of the Company to approve the adoption of the SIHL New Scheme and simultaneously terminate the SIHL Existing Scheme at the EGM.

— 6 —

LETTER FROM THE CHAIRMAN

5. VALUE OF THE OPTIONS UNDER THE SIHL NEW SCHEME

Since the SIHL New Scheme is yet to be approved by the shareholders of the Company, the Board has not yet determined the time frame on the granting of the Options under the SIHL New Scheme and the number of Shares for which any Grantee may subscribe upon exercise of an Option. Accordingly, the Board considers that it is premature and inappropriate to state the value of the Option for the time being in this circular.

6. TERMINATION OF THE SIIC MEDTECH EXISTING SCHEME AND ADOPTION OF THE SIIC MEDTECH NEW SCHEME

As required under Rule 23.01(4) of the GEM Listing Rules, the SIIC MedTech New Scheme must also be approved by the shareholders of the Company in addition to the approval by the shareholders of SIIC MedTech at the SIIC MedTech EGM in order to become effective since SIIC MedTech is a 64.3 per cent. owned subsidiary of the Company.

At the SIIC MedTech EGM, ordinary resolutions to approve the termination of the SIIC MedTech Existing Scheme and the adoption of the SIIC MedTech New Scheme were passed. A summary of the principal terms of the SIIC MedTech New Scheme, which is extracted from the circular dated 15th April, 2002 of SIIC MedTech, is set out in Appendix II hereto. Subject to the approval of the shareholders of the Company at the EGM of the termination of the SIIC MedTech Existing Scheme and the adoption of the SIIC MedTech New Scheme, the SIIC MedTech Existing Scheme will be terminated with effect from the conclusion of the EGM; and the SIIC MedTech New Scheme will take effect, subject to the approval of the Stock Exchange, on the date of the EGM. Operation of the SIIC MedTech New Scheme will commence after all conditions precedent as referred to in paragraph 7 below have been fulfilled.

The SIIC MedTech Board granted the options pursuant to the SIIC MedTech Existing Scheme to participants to subscribe for a total of 39,700,000 shares in SIIC MedTech representing approximately 6.4 per cent. of the issued share capital of SIIC MedTech as at 15th April, 2002. The aforesaid options are exercisable during the period from 21st January, 2003 to 20th January, 2006. Save as aforesaid and up to 15th April, 2002, no other options have been granted to any participant. There are 39,200,000 shares in SIIC MedTech representing outstanding options and 500,000 shares in SIIC MedTech representing options lapsed under the SIIC MedTech Existing Scheme. There is no option cancelled under the SIIC MedTech Existing Scheme. Besides the SIIC MedTech Existing Scheme, there was no other subsisting share option schemes of SIIC MedTech as at 15th April, 2002.

Upon termination of the SIIC MedTech Existing Scheme, no further options may be offered thereunder. However, in respect of the outstanding options mentioned in the preceding paragraph, the provisions of the SIIC MedTech Existing Scheme shall remain in force. The abovementioned outstanding options granted under the SIIC MedTech Existing Scheme shall continue to be subject to the provisions of the SIIC MedTech Existing Scheme and the provisions of Chapter 23 of the GEM Listing Rules which took effect from 1st September, 2001 and the adoption of the SIIC MedTech New Scheme will not in any event affect the terms in respect of such outstanding options.

As at 15th April, 2002, the issued share capital of SIIC MedTech comprised 620,000,000 shares. Assuming that there is no change in the issued share capital between the period from 15th April, 2002 and the date of the adoption of the SIIC MedTech New Scheme, the number of shares of SIIC MedTech issuable pursuant to the SIIC MedTech New Scheme on the date of its adoption will be 62,000,000 shares.

— 7 —

LETTER FROM THE CHAIRMAN

7. CONDITIONS PRECEDENT OF THE SIIC MEDTECH NEW SCHEME

The SIIC MedTech New Scheme will take effect upon satisfaction of the following conditions:

  • (i) the passing of an ordinary resolution approving the termination of the SIIC MedTech Existing Scheme by the shareholders of SIIC MedTech and the shareholders of the Company at their respective general meeting;

  • (ii) the passing of an ordinary resolution approving the adoption of the SIIC MedTech New Scheme by the shareholders of SIIC MedTech in general meeting and authorising the directors of SIIC MedTech to grant options to subscribe for shares thereunder and to allot and issue shares pursuant to the exercise of any options granted under the SIIC MedTech New Scheme;

  • (iii) the SIIC MedTech New Scheme being approved by the shareholders of the Company at its general meeting; and

  • (iv) the Listing Sub-Committee of the Stock Exchange for GEM granting approval for the SIIC MedTech New Scheme and the granting of options thereunder and the listing of, and permission to deal in, the shares to be issued and allotted pursuant to the exercise of the options granted under the SIIC MedTech New Scheme.

Upon satisfaction of the above conditions, the SIIC MedTech Board will have the right to grant to the participants of the SIIC MedTech New Scheme options to subscribe for shares of SIIC MedTech under the SIIC MedTech New Scheme, which when aggregated with options to be granted under any other share option schemes of SIIC MedTech (if any), representing up to 10 per cent. of the total number of shares of SIIC MedTech in issue as at the date of approval of the SIIC MedTech New Scheme, unless SIIC MedTech obtains a fresh approval from its shareholders to refresh the 10 per cent. limit. The maximum number of shares of SIIC MedTech which may be issued upon exercise of all outstanding options granted and yet to be exercised under the SIIC MedTech New Scheme and any other share option schemes of SIIC MedTech shall not exceed 30 per cent. of the issued share capital of SIIC MedTech from time to time.

Application has been made to the Stock Exchange for the approval of the SIIC MedTech New Scheme and the subsequent granting of options thereunder and the listing of, and permission to deal in, the shares of SIIC MedTech to be issued and allotted pursuant to the exercise of the options granted under the SIIC MedTech New Scheme.

Once the SIIC MedTech New Scheme is adopted, any alterations to the terms and conditions thereof, which are of a material nature, must be approved by the shareholders of SIIC MedTech and the shareholders of its holding company which is also listed on the Stock Exchange, except where the alterations take effect automatically pursuant to the terms originally provided in the SIIC MedTech New Scheme.

8. EXPLANATION OF THE TERMS OF SIIC MEDTECH NEW SCHEME

The terms of the SIIC MedTech New Scheme are in line with the provisions of the revised Chapter 23 of the GEM Listing Rules, which govern the terms of the share option schemes of listed companies on GEM. Further, the SIIC MedTech New Scheme will provide SIIC MedTech with a flexible means of giving incentive to, rewarding, remunerating, compensating and/or providing benefits to the participants under the SIIC MedTech New Scheme and for such other purposes as the SIIC MedTech Board may approve from time to time. Therefore, the SIIC MedTech New Scheme, if adopted, will be in the interest of SIIC MedTech as a whole in terms of management and operation. Accordingly, the SIIC MedTech Board had proposed

— 8 —

LETTER FROM THE CHAIRMAN

ordinary resolutions to approve the adoption of the SIIC MedTech New Scheme and simultaneously terminate the SIIC MedTech Existing Scheme at the SIIC MedTech EGM, which were duly passed by the shareholders of SIIC MedTech at the SIIC MedTech EGM.

9. VALUE OF THE OPTIONS UNDER THE SIIC MEDTECH NEW SCHEME

Since the SIIC MedTech New Scheme was yet to be approved by the shareholders of the Company, the SIIC MedTech Board has not yet determined the time frame on the granting of the options under the SIIC MedTech New Scheme and the number of shares of SIIC MedTech for which any grantee may subscribe upon exercise of an option thereunder. Accordingly, the SIIC MedTech Board considers that it is premature and inappropriate to state the value of the option for the time being.

10. EXTRAORDINARY GENERAL MEETING

Set out on pages 20 to 21 of this circular is the EGM Notice at which the Ordinary Resolutions will be proposed to approve the termination of the SIHL Existing Scheme, the adoption of the SIHL New Scheme, the termination of the SIIC MedTech Existing Scheme and the adoption of the SIIC MedTech New Scheme.

11. ACTION TO BE TAKEN

A form of proxy for use at the EGM is enclosed. Whether or not you intend to be present at the EGM, you are requested to complete the form of proxy and return it to the registered office of the Company at 26th Floor, Harcourt Road, 39 Gloucester Road, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for holding the EGM.

12. DOCUMENTS AVAILABLE FOR INSPECTION

Copy of the SIHL New Scheme and the SIIC MedTech New Scheme will be available for inspection at the registered office of the Company during normal business hours up to and including the date of the EGM.

13. RECOMMENDATION

The Directors believe that the termination of the SIHL Existing Scheme and the SIIC MedTech Existing Scheme and the adoption of the SIHL New Scheme and the SIIC MedTech New Scheme are all in the best interests of the Company as well as its shareholders. Accordingly, the Directors recommend that all shareholders of the Company should vote in favour of the Ordinary Resolutions as set out in the EGM Notice.

Yours faithfully, By Order of the Board

==> picture [142 x 61] intentionally omitted <==

Cai Lai Xing Chairman

— 9 —

SUMMARY OF THE PRINCIPAL TERMS OF THE SIHL NEW SCHEME

APPENDIX I

1. RESPONSIBILITY STATEMENT

This document includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. Except for Mr. Lee Quo Wei who is now hospitalised and not in an appropriate condition to accept full responsibility, the Directors collectively and individually accept full responsibility for the accuracy of the information contained in this document and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts not contained herein the omission of which would make any statement contained in this document misleading.

2. SUMMARY OF THE NEW SHARE OPTION SCHEME

The following is a summary of the principal terms of the rules of the SIHL New Scheme to be adopted at the EGM:

  • (a) The purpose of the SIHL New Scheme is to provide the Company with a flexible means of giving incentive to, rewarding, remunerating, compensating and/or providing benefits to the Participants and for such other purposes as the Board may approve from time to time.

  • (b) The SIHL New Scheme is conditional upon (i) the approval of the shareholders of the Company in general meeting for the termination of the SIHL Existing Scheme; (ii) the approval of the shareholders of the Company in general meeting for the adoption of the SIHL New Scheme and the authorisation to the directors of the Company to grant Options to subscribe for Shares thereunder and to allot and issue Shares pursuant to the exercise of any Options granted under the SIHL New Scheme; and (iii) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, any Shares to be issued and allotted pursuant to the exercise of Options under the SIHL New Scheme.

  • (c) The Board may, at its discretion, invite any Participant to take up Options. An Offer is deemed to have been accepted and the Option to which the Offer relates is deemed to have been granted upon the Grantee’s signing the duplicate letter comprising acceptance of the Option with the number of Shares in respect of which the Offer is accepted clearly stated therein and paying $1 by way of consideration for the grant thereof to the Company within 30 days from the Offer Date. The subscription price for Shares in the Company is calculated in accordance with subparagraph (d) below.

  • (d) The subscription price for Shares in the Company under the SIHL New Scheme shall be a price solely determined by the Board and notified to a Participant and shall be at least the highest of (i) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet on the Offer Date; (ii) the average closing price of the Shares as stated in the Stock Exchange’s daily quotations sheets for the five Business Days immediately preceding the Offer Date; and (iii) the nominal value of a Share.

— 10 —

APPENDIX I

SUMMARY OF THE PRINCIPAL TERMS OF THE SIHL NEW SCHEME

  • (e) (i) Subject to (e)(iv) below, the total number of Shares which may be issued upon exercise of all Options to be granted under the SIHL New Scheme and any other share option schemes of the Company shall not in aggregate exceed 10 per cent. of the total number of Shares in issue as at the date of approval of the SIHL New Scheme unless the Company obtains a fresh approval from its shareholders pursuant to (e)(ii) below.

  • (ii) Subject to (e)(iv) below, the Company may seek approval of its shareholders in general meeting to refresh the 10 per cent. limit set out in (e)(i) above such that the total number of Shares in respect of which Options may be granted under the SIHL New Scheme or any other share option schemes of the Company shall not exceed 10 per cent. of the total number of Shares in issue as at the date of approval to refresh such limit. Options previously granted under any share option schemes of the Company (including those outstanding, cancelled, lapsed in accordance with the SIHL New Scheme or exercised Options) will not be counted for the purpose of calculating such refreshed 10 per cent. limit. The Company shall send a circular to its shareholders containing the information required under rule 17.02(2)(d) of the Listing Rules and the disclaimer required under rule 17.02(4) of the Listing Rules.

  • (iii) Subject to (e)(iv) below, the Company may grant Options to specified Participant(s) beyond the 10 per cent. limit provided that the Options in excess of the limit are granted only to specified Participant(s) identified by the Company and specifically approved by the shareholders of the Company in general meeting. The Company shall send a circular to its shareholders containing a generic description of the specified Participant(s) who may be granted such Options, the number and terms of the Options to be granted, the purpose of granting Options to the specified Participant(s) with an explanation as to how the terms of the Options serve such purpose, the information required under rule 17.02(2)(d) of the Listing Rules and the disclaimer required under rule 17.02(4) of the Listing Rules.

  • (iv) Notwithstanding the above, the maximum number of Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the SIHL New Scheme and any other share option schemes of the Company shall not exceed 30 per cent. of the total number of Shares in issue from time to time.

  • (f) Subject to the provisions of the SIHL New Scheme, the Board may at its discretion when offering the grant of an Option impose any conditions, restrictions or limitations in relation thereto as it may think fit.

  • (g) (i) The maximum entitlement for any one Participant is that the total number of Shares issued and to be issued upon exercise of the Options granted to each Participant under the SIHL New Scheme and any other option schemes (including both exercised, cancelled and outstanding Options) in any 12-month period shall not exceed 1 per cent. of the total number of Shares in issue.

  • (ii) Any further grant of Options in excess of the 1 per cent. limit shall be subject to separate shareholders’ approval in general meeting with such Participant and such Participant’s associates abstaining from voting. The Company shall send a circular to its shareholders and the circular must disclose the identity of the Participant, the number and terms of the Options to be granted (and Options previously granted to such Participant), the information required under rule 17.02(2)(d) of the Listing Rules and the disclaimer required under rule 17.02(4) of the Listing Rules. The number and terms (including the exercise price) of the

— 11 —

SUMMARY OF THE PRINCIPAL TERMS OF THE SIHL NEW SCHEME

APPENDIX I

Options to be granted to such Participant shall be fixed before shareholders’ approval and the date of the Board meeting for proposing such further grant should be taken as the date of grant for the purpose of calculating the subscription price.

  • (h) (i) Any grant of Options to a Participant who is a director, chief executive or substantial shareholder (all with the meaning as ascribed under the Listing Rules) of the Company or their respective associates must be approved by the independent non-executive directors of the Company (excluding the independent non-executive director who is the Grantee).

  • (ii) Where the Board proposes to grant any Option to a Participant who is a substantial shareholder of the Company 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 the Participant under the SIHL New Scheme and any other option schemes in the 12-month period up to and including the date of such grant:

    • (1) representing in aggregate more than 0.1 per cent. of the total number of Shares in issue; and

    • (2) having an aggregate value, based on the closing price of the Shares at the date of each grant, in excess of $5,000,000,

    • such proposed grant of Options must be approved by the shareholders of the Company in general meeting. In such case, the Company shall send a circular to its shareholders containing all the information as required under the Listing Rules. All connected persons (with the meaning as ascribed under the Listing Rules) of the Company shall abstain from voting (except that any connected person may vote against the relevant resolution at such general meeting provided that his intention to do so has been stated in the circular to the shareholders of the Company). Any vote taken at the meeting to approve the grant of such Options must be taken on a poll.

  • (i) An Option may be exercised in accordance with the terms of the SIHL New Scheme at any time during the Option Period after the Option has been granted by the Board. An Option Period is a period to be determined by the Board in its absolute discretion and notified by the Board to each Grantee as being the period during which an Option may be exercised, such period shall expire not later than 10 years from the date of grant of the Option. The Board may also provide restrictions on the exercise of such Option during the period an Option may be exercised. Any minimum period for which an Option must be held before it can be exercised shall also be determined by the Board in its absolute discretion.

  • (j) No performance target needs to be achieved by the Grantee before an Option can be exercised.

  • (k) An Option shall be personal to the Grantee and shall not be assignable and no Grantee shall in any way sell or transfer in favour of any third party over or in relation to any Option.

  • (l) If the Grantee of an Option ceases to be a Participant for any reason other than on the Grantee’s death or the termination of the Grantee’s employment, directorship, office or appointment on one or more of the grounds specified in paragraph (n) below, the Grantee may exercise the Option up to the Grantee’s entitlement at the date of cessation (to the extent not already exercised) within the period of 1 month following the date of such cessation, which date shall be

— 12 —

SUMMARY OF THE PRINCIPAL TERMS OF THE SIHL NEW SCHEME

APPENDIX I

the last actual working day with the Relevant Company whether salary is paid in lieu of notice or not, or the last date of office or appointment as director of, or as business consultant, professional or other advisers to the Relevant Company, as the case may be, in the event of which, the date of cessation as determined by a resolution of the board of directors or governing body of the Relevant Company shall be conclusive.

  • (m) If the Grantee of an Option dies before exercising the Option in full and none of the events which would be a ground for termination of the Grantee’s employment, directorship, office or appointment under paragraph (n) below arises, the personal representative(s) of the Grantee may exercise the Option up to the entitlement of such Grantee at the date of death (to the extent not already exercised) within a period of 12 months following the date of the death of the Grantee, or such longer period as the Board may determine from the date of death.

  • (n) An Option shall lapse automatically (to the extent not already exercised) on the date on which the Grantee ceases to be a full-time employee or part-time employee, director, executive, business consultant, or professional or other adviser of the Relevant Company by reason of the termination of the Grantee’s employment, directorship, office or appointment on the grounds that the Grantee has been guilty of misconduct, or has committed any act of bankruptcy, or has become insolvent, or has made any arrangements or composition with the Grantee’s creditors generally, or has been convicted of any criminal offence involving the Grantee’s integrity or honesty or (if so determined by the Board) on any other ground on which the Relevant Company would be entitled to terminate the Grantee’s employment, directorship, office or appointment at common law or pursuant to any applicable laws or under the Grantee’s service contract with the Relevant Company.

  • (o) In the event a notice is given by the Company to its shareholders to convene a shareholders’ meeting for the purposes of considering, and if thought fit, approving a resolution to voluntarily wind-up the Company, other than for the purposes of a reconstruction, amalgamation or scheme of arrangement, the Company shall on the same date as or soon after it despatches such notice to convene the shareholders’ meeting, give notice thereof to all Grantees and thereupon, each Grantee (or the Grantee’s personal representatives(s)) shall be entitled to exercise all or any of the Grantee’s Option (to the extent which has become exercisable and not already exercised) at any time not later than 7 Business Days prior to the proposed general meeting of the Company by giving notice in writing to the Company, accompanied by a payment 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. Subject to the above, an Option will lapse automatically (to the extent not already exercised) upon the expiry of the period in which to exercise an Option referred to in paragraphs (l) and (m) above and this paragraph.

  • (p) The Shares to be allotted upon the exercise of an Option will be subject to all the provisions of the articles of association of the Company for the time being in force and will rank pari passu in all respects with the fully paid Shares in issue on the date of allotment and accordingly will entitle the holders to participate in all dividends or other distributions paid or made on or after the date of allotment of the relevant Shares 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 date of allotment of the relevant Shares.

— 13 —

SUMMARY OF THE PRINCIPAL TERMS OF THE SIHL NEW SCHEME

APPENDIX I

  • (q) In the event of any alteration in the capital structure of the Company whilst any Option remains exercisable, whether by way of capitalisation issue, rights issue, consolidation, subdivision or reduction of the share capital of the Company, such corresponding alterations (if any) will be made to (i) the number or nominal amount of Shares subject to the Option so far as unexercised; and/or (ii) the subscription price; and/or (iii) the method of the exercise of the Option (if applicable), provided that an independent financial adviser or the auditors for the time being of the Company shall have confirmed in writing to the directors of the Company, either generally or as regards any particular Grantee, that any such alterations shall satisfy the requirements set out in the note to rule 17.03(13) of the Listing Rules and shall give a Grantee the same proportion of the issued share capital of the Company as that to which the Grantee was previously entitled but that no such alterations shall be made so that a Share would be issued at less than its nominal value or which would give a Grantee a different proportion of the issued share capital of the Company as that to which the Grantee was previously entitled. No alteration shall be made if any alteration in the capital structure of the Company is the result of an issue of Shares as consideration in a transaction.

  • (r) The SIHL New Scheme will remain in force for a period of 10 years commencing on the date on which it is adopted by resolution of the Company in general meeting, after which period no further Options will be issued but in all other respects the provisions of the SIHL New Scheme shall remain in full force and effect.

  • (s) Any cancellation of Options granted but not exercised must be approved by shareholders of the Company in general meeting, with Participants and their associates abstaining from voting. Any vote taken at the meeting to approve such cancellation must be taken by poll. Where the Company cancels Options and offers new Options to the same Option holder, the offer of such new Options may only be made under the SIHL New Scheme with available Options to the extent not yet granted (excluding the cancelled Options) within the limit approved by the shareholders of the Company as mentioned in paragraph 9 of the SIHL New Scheme.

  • (t) The Company by resolution in general meeting or the Board may at any time terminate the operation of the SIHL New Scheme and in such event no further Options will be offered but in all other respects the provisions of the SIHL New Scheme shall remain in full force and effect.

  • (u) The provisions of the SIHL New Scheme may be altered in any respect by resolution of the Board except that the definitions of ‘‘Grantee’’, ‘‘Option Period’’ and ‘‘Participant’’ in subparagraph 1.1 thereof and the provisions of sub-paragraphs 4, 5.1, 5.2, 5.3 and 5.4 and paragraphs 6, 7, 8, 9, 10, 11, 14, 15 and 16 thereof cannot be altered to the advantage of the Grantees or prospective Grantees without the prior approval of the shareholders of the Company in general meeting.

  • (v) Any alteration to the terms and conditions of the SIHL New Scheme, which are of a material nature or any change to the terms of Options granted (other than any alterations or changes which take effect automatically under the existing terms of the SIHL New Scheme) or any change to the authority of the Directors of the Company or scheme administrators in relation to any alteration to the terms of the SIHL New Scheme, shall be approved by the shareholders of the Company in general meeting.

  • (w) The amended terms of the SIHL New Scheme or the Options must still comply with the relevant requirements of Chapter 17 of the Listing Rules.

— 14 —

SUMMARY OF THE PRINCIPAL TERMS OF THE SIIC MEDTECH NEW SCHEME

APPENDIX II

Terms defined in this Appendix II shall only be used in the context of this Appendix II.

1. SUMMARY OF THE SIIC MEDTECH NEW SCHEME

The following is a summary of the principal terms of the rules of the SIIC MedTech New Scheme:

  • (a) The purpose of the SIIC MedTech New Scheme is to provide SIIC MedTech with a flexible means of giving incentive to, rewarding, remunerating, compensating and/or providing benefits to (i) the directors (or any persons proposed to be appointed as such, whether executive or nonexecutive); (ii) employees (whether full-time or part-time) of each of SIIC MedTech, its subsidiaries, associated companies, jointly controlled entities or related companies (collectively, the ‘‘SIIC MedTech Group’’); and (iii) any executive or employee of any business consultants and professional advisers to each member of the SIIC MedTech Group (or any persons proposed to be appointed as such), as absolutely determined by the SIIC MedTech Board ((i), (ii) and (iii) collectively, the ‘‘Participants’’) and for such other purposes as the SIIC MedTech Board may approve from time to time. A related company mentioned above means a company, an entity or an enterprise (wherever incorporated and whether limited by shares or otherwise) in which SIIC MedTech is directly or indirectly interested in less than 20 per cent. of the issued share capital or equity interest of such company or entity or enterprise or is the holder of less than 20 per cent. of the voting rights of such company or entity or enterprise; but is the largest shareholder or the holder of the largest voting rights of such company or entity or enterprise (as the case may be).

  • (b) The SIIC MedTech New Scheme is conditional upon (i) the approval of the shareholders of SIIC MedTech and the approval of the shareholders of the Company at their respective general meeting for the termination of the SIIC MedTech Existing Scheme; (ii) the approval of the shareholders of SIIC MedTech in general meeting for the adoption of the SIIC MedTech New Scheme and the authorisation to the directors of SIIC MedTech to grant options to subscribe for shares thereunder and to allot and issue shares pursuant to the exercise of any options granted under the SIIC MedTech New Scheme; (iii) the approval of the shareholders of the Company in general meeting for the adoption of the SIIC MedTech New Scheme; and (iv) the Listing SubCommittee of the Stock Exchange for GEM granting approval of the SIIC MedTech New Scheme and any options which may be granted under the SIIC MedTech New Scheme, and the listing of, and permission to deal in, any shares to be issued and allotted pursuant to the exercise of options under the SIIC MedTech New Scheme.

  • (c) The SIIC MedTech Board may, at its discretion, invite any Participant to take up options. An offer of an option is deemed to have been accepted and the option to which the offer relates is deemed to have been granted by the grantee upon the grantee’s signing the duplicate letter comprising acceptance of the option with the number of shares in respect of which the offer is accepted clearly stated therein and paying $1 by way of consideration for the grant thereof is received by SIIC MedTech within 30 days from the date on which an offer is made (the ‘‘Offer Date’’). The subscription price for shares in SIIC MedTech is calculated in accordance with subparagraph (d) below.

  • (d) The subscription price for shares under the SIIC MedTech New Scheme shall be a price determined by the SIIC MedTech Board and notified to a Participant and shall be at least the highest of: (i) the closing price of the SIIC MedTech shares as stated in the Stock Exchange’s daily quotations sheet on the Offer Date, which must be a Business Day; (ii) the average closing

— 15 —

SUMMARY OF THE PRINCIPAL TERMS OF THE SIIC MEDTECH NEW SCHEME

APPENDIX II

price of the SIIC MedTech shares as stated in the Stock Exchange’s daily quotations sheets for the 5 Business Days immediately preceding the Offer Date; and (iii) the nominal value of a share in SIIC MedTech.

  • (e) (i) Subject to (e)(iv) below, the total number of shares which may be issued upon exercise of all options to be granted under the SIIC MedTech New Scheme and any other share option schemes of SIIC MedTech shall not in aggregate exceed 10 per cent. of the total number of shares of SIIC MedTech in issue as at the date of approval of the SIIC MedTech New Scheme unless SIIC MedTech obtains a fresh approval from its shareholders pursuant to (e)(ii) below.

  • (ii) Subject to (e)(iv) below, SIIC MedTech may seek approval of its shareholders in general meeting to refresh the 10 per cent. limit set out in (e)(i) above such that the total number of shares in respect of which options may be granted under the SIIC MedTech New Scheme or any other share option schemes of SIIC MedTech shall not exceed 10 per cent. of the total number of shares of SIIC MedTech in issue as at the date of approval to refresh such limit. Options previously granted under any share option schemes of SIIC MedTech (including those outstanding, cancelled, lapsed in accordance with the SIIC MedTech New Scheme or exercised options) will not be counted for the purpose of calculating such refreshed 10 per cent. limit. SIIC MedTech shall send a circular to its shareholders containing the information required under rule 23.02(2)(d) of the GEM Listing Rules and the disclaimer required under rule 23.02(4) of the GEM Listing Rules.

  • (iii) Subject to (e)(iv) below, SIIC MedTech may grant options to specified Participant(s) beyond the 10 per cent. limit provided that the options in excess of the limit are granted only to specified Participant(s) identified by SIIC MedTech and specifically approved by the shareholders of SIIC MedTech in general meeting.

  • (iv) Notwithstanding the above, the maximum number of shares of SIIC MedTech which may be issued upon exercise of all outstanding options granted and yet to be exercised under the SIIC MedTech New Scheme and any other share option schemes of SIIC MedTech shall not exceed 30 per cent. of the total number of shares of SIIC MedTech in issue from time to time. No options may be granted under any schemes of SIIC MedTech (or the subsidiary of SIIC MedTech) if this will result in the limit being exceeded.

  • (f) Subject to the provisions of the SIIC MedTech New Scheme, the SIIC MedTech Board may at its discretion when offering the grant of an option imposes any conditions, restrictions or limitations in relation thereto as it may think fit.

  • (g) (i) The maximum entitlement for any one Participant is that the total number of shares issued and to be issued upon exercise of the options granted to each Participant under the SIIC MedTech New Scheme and any other option schemes (including both exercised, cancelled and outstanding options) in any 12-month period shall not exceed 1 per cent. of the total number of shares of SIIC MedTech in issue.

  • (ii) Any further grant of options in excess of the 1 per cent. limit shall be subject to SIIC MedTech shareholders’ approval in general meeting with such Participant and such Participant’s associates abstaining from voting. The number and terms of the options to be

— 16 —

SUMMARY OF THE PRINCIPAL TERMS OF THE SIIC MEDTECH NEW SCHEME

APPENDIX II

granted to such Participant shall be fixed before shareholders’ approval and the date of the SIIC MedTech Board meeting for proposing such further grant should be taken as the date of grant for the purpose of calculating the subscription price.

  • (h) (i) Any grant of options to a Participant who is a director, chief executive, management shareholder or substantial shareholder (all with the meaning as ascribed under the GEM Listing Rules) of SIIC MedTech or their respective associates must be approved by the independent non-executive directors of SIIC MedTech (excluding the independent nonexecutive director who is the relevant grantee).

  • (ii) Where the SIIC MedTech Board proposes to grant any option to a Participant who is a substantial shareholder of SIIC MedTech or an independent non-executive director of SIIC MedTech 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 the Participant under the SIIC MedTech New Scheme and any other option schemes in the 12-month period up to and including the date of such grant:

    • (1) representing in aggregate more than 0.1 per cent. of the total number of shares of SIIC MedTech in issue; and

    • (2) having an aggregate value, based on the closing price of the shares of SIIC MedTech at the date of each grant, in excess of $5,000,000,

    • such proposed grant of options must be approved by the shareholders of SIIC MedTech in general meeting. In such case, SIIC MedTech shall send a circular to its shareholders containing all the information as required under the GEM Listing Rules. All connected persons (with the meaning as ascribed under the GEM Listing Rules) of SIIC MedTech shall abstain from voting (except that any connected person may vote against the relevant resolution at such general meeting provided that his intention to do so has been stated in the circular to the shareholders of SIIC MedTech). Any vote taken at the meeting to approve the grant of such options must be taken on a poll.

  • (i) An option may be exercised in accordance with the terms of the SIIC MedTech New Scheme at any time during the option period after the option has been granted by the SIIC MedTech Board. The option period is a period to be determined by the SIIC MedTech Board in its absolute discretion and notified by the SIIC MedTech Board to each grantee as being the period during which an option may be exercised, such period shall expire not later than 10 years from the date of grant of the option. Any minimum period for which an option must be held before it can be exercised shall also be determined by the SIIC MedTech Board in its absolute discretion.

  • (j) No performance target needs to be achieved by the grantee of an option before an option can be exercised under the SIIC MedTech New Scheme.

  • (k) An option shall be personal to the grantee and shall not be assignable and no grantee shall in any way sell or transfer in favour of any third party over or in relation to any option.

  • (l) If the grantee of an option ceases to be a Participant for any reason other than on the grantee’s death or the termination of the grantee’s employment, directorship or office or appointment on one or more of the grounds specified in paragraph (n) below, the grantee may exercise the option

— 17 —

SUMMARY OF THE PRINCIPAL TERMS OF THE SIIC MEDTECH NEW SCHEME

APPENDIX II

up to the grantee’s entitlement at the date of cessation (to the extent not already exercised) within the period of 1 month following the date of such cessation, which date shall be the last actual working day with SIIC MedTech or the relevant subsidiary, associated company, jointly controlled entity or related company of SIIC MedTech (the ‘‘Relevant Company’’), whether salary is paid in lieu of notice or not or the last date of office or appointment as director of or as business consultant or professional advisers to the Relevant Company, as the case may be, in the event of which, the date of cessation as determined by a resolution of the board of directors or governing body of the Relevant Company shall be conclusive.

  • (m) If the grantee of an option dies before exercising the option in full and none of the events which would be a ground for termination of the grantee’s employment, directorship or office or appointment under paragraph (n) below arises, the personal representative(s) of the grantee may exercise the option up to the entitlement of such grantee at the date of death (to the extent not already exercised) within a period of 12 months following the date of the death of the grantee, or such longer period as the SIIC MedTech Board may determine from the date of death.

  • (n) An option shall lapse automatically (to the extent not already exercised) on the date on which the grantee ceases to be a full-time employee or part-time employee, director, executive, business consultant, or professional adviser of the Relevant Company by reason of the termination of the grantee’s employment, directorship or office or appointment on the grounds that the grantee has been guilty of misconduct, or has committed any act of bankruptcy, or has become insolvent, or has made any arrangements or composition with the grantee’s creditors generally, or has been convicted of any criminal offence involving the grantee’s integrity or honesty or (if so determined by the SIIC MedTech Board) on any other ground on which the Relevant Company would be entitled to terminate the grantee’s employment, directorship or office or appointment at common law or pursuant to any applicable laws or under the grantee’s service contract with the Relevant Company.

  • (o) In the event a notice is given by SIIC MedTech to its shareholders to convene a shareholders’ meeting for the purposes of considering, and if thought fit, approving a resolution to voluntarily wind-up SIIC MedTech, other than for the purposes of a reconstruction, amalgamation or scheme of arrangement, SIIC MedTech shall on the same date as or soon after it despatches such notice to convene the shareholders’ meeting, give notice thereof to all grantees and thereupon, each grantee (or the grantee’s personal representatives(s)) shall be entitled to exercise all or any of the grantee’s option at any time not later than 7 Business Days prior to the proposed general meeting of SIIC MedTech by giving notice in writing to SIIC MedTech, accompanied by a payment for the full amount of the aggregate subscription price for the shares in respect of which the notice is given, whereupon SIIC MedTech 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 of SIIC MedTech to the grantee credited as fully paid. Subject to the above, an option will lapse automatically (to the extent not already exercised) upon the expiry of the period in which to exercise an option referred to above.

  • (p) The shares of SIIC MedTech to be allotted upon the exercise of an option will be subject to all the provisions of the articles of association of SIIC MedTech for the time being in force and will rank pari passu in all respects with the fully paid shares of SIIC MedTech in issue on the date of allotment and accordingly will entitle the holders to participate in all dividends or other distributions paid or made on or after the date of allotment of the relevant shares 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 date of allotment of the relevant shares.

— 18 —

SUMMARY OF THE PRINCIPAL TERMS OF THE SIIC MEDTECH NEW SCHEME

APPENDIX II

  • (q) In the event of any alteration in the capital structure of SIIC MedTech whilst any option granted under the SIIC MedTech New Scheme remains exercisable, whether by way of capitalisation issue, rights issue, consolidation, subdivision or reduction of the share capital of SIIC MedTech, such corresponding alterations (if any) will be made to (i) the number or nominal amount of shares of SIIC MedTech subject to the option so far as unexercised; or (ii) the subscription price, provided that an independent financial adviser or the auditors for the time being of SIIC MedTech shall have confirmed in writing to the directors of SIIC MedTech, either generally or as regards any particular grantee, that any such alterations shall satisfy the requirements set out in the note to rule 23.03(13) of the GEM Listing Rules and shall give a grantee the same proportion of the issued share capital of SIIC MedTech as that to which the grantee was previously entitled but that no such alterations shall be made so that a share would be issued at less than its nominal value or which would give a grantee a different proportion of the issued share capital of SIIC MedTech as that to which the grantee was previously entitled. No alteration shall be made if any alteration in the capital structure of SIIC MedTech is the result of an issue of shares of SIIC MedTech as consideration in a transaction.

  • (r) The SIIC MedTech New Scheme will remain in force for a period of 10 years commencing on the date on which it is adopted by resolution of SIIC MedTech in general meeting, after which period no further options thereunder will be issued but in all other respects the provisions of the SIIC MedTech New Scheme shall remain in full force and effect.

  • (s) With the consent of the grantee, the SIIC MedTech Board may by resolution at any time cancel any options granted under the SIIC MedTech New Scheme but not exercised.

  • (t) SIIC MedTech by resolution in general meeting or the SIIC MedTech Board may at any time terminate the operation of the SIIC MedTech New Scheme and in such event no further options will be offered but in all other respects the provisions of the SIIC MedTech New Scheme shall remain in full force and effect.

  • (u) The provisions of the SIIC MedTech New Scheme may be altered in any respect by resolution of the SIIC MedTech Board except that the definitions of ‘‘Grantee’’, ‘‘Option Period’’ and ‘‘Participant’’ in sub-paragraph 1.1 thereof and the provisions of sub-paragraphs 4, 5.1, 5.2, 5.3 and 5.4 and paragraphs 6, 7, 8, 9, 10, 11, 14, 15 and 16 thereof cannot be altered to the advantage of the grantees or prospective grantees under the SIIC MedTech New Scheme without the prior approval of the shareholders of SIIC MedTech in general meeting.

  • (v) Any alteration to the terms and conditions of the SIIC MedTech New Scheme, which are of a material nature or any change to the terms of options granted (other than any alterations or changes which take effect automatically under the existing terms of the SIIC MedTech New Scheme) or any changes to the authority of the directors of SIIC MedTech or scheme administrators in relation to any alteration to the terms of the SIIC MedTech New Scheme, shall be approved by the shareholders of SIIC MedTech in general meeting.

— 19 —

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

==> picture [345 x 45] intentionally omitted <==

(Incorporated in Hong Kong with limited liability)

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Shanghai Industrial Holdings Limited (‘‘the Company’’) will be held at the Conference Room, 26th Floor, Harcourt House, 39 Gloucester Road, Hong Kong, on 31st May, 2002 at 3: 30 p.m. (or so soon thereafter as the Annual General Meeting of the Company to be convened for the same day and place shall have been concluded or adjourned) for the purpose of considering and, if thought fit, passing the following resolutions, with or without modification, as Ordinary Resolutions of the Company,:

ORDINARY RESOLUTIONS

  1. ‘‘THAT:

  2. (i) the existing share option scheme for the employees and the executive directors of the Company and its subsidiaries which was adopted by the Company at its general meeting on 17th May, 1996 be and is hereby terminated with effect from the conclusion of this meeting; and

  3. (ii) subject to and conditional upon, the Listing Committee of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) granting approval for the listing of, and permission to deal in, the shares in the Company to be issued and allotted pursuant to the exercise of any options granted under the share option scheme of the Company (the ‘‘SIHL New Scheme’’), the rules of which are contained in the document marked ‘‘A’’ produced to this meeting and for the purposes of identification signed by the Chairman thereof, the SIHL New Scheme be and is hereby approved and adopted with effect from the date of this meeting and 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 SIHL New Scheme including but without limitation:

    • (a) to administer the SIHL New Scheme under which options will be granted to participants eligible under the SIHL New Scheme to subscribe for shares in the Company;

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

    • (c) to issue and allot from time to time such number of shares in the Company as may be required to be issued and allotted pursuant to the exercise of the options under the SIHL New Scheme and subject to the Rules Governing the Listing of Securities on the Stock Exchange (the ‘‘Listing Rules’’);

— 20 —

NOTICE OF THE EXTRAORDINARY GENERAL MEETING 

  - (d) to make application at the appropriate time or times to the Stock Exchange; and 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 in the Company which may hereafter from time to time be issued and allotted pursuant to the exercise of the options under the SIHL New Scheme; and

  - (e) 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 SIHL New Scheme.’’

  1. ‘‘THAT:

  2. (i) the existing share option scheme for the employees and the executive directors of SIIC Medical Science and Technology (Group) Limited (‘‘SIIC MedTech’’), a subsidiary of the Company, and its subsidiaries which was adopted by SIIC MedTech at its general meeting on 11th November, 1999 be and is hereby terminated with effect from the conclusion of this meeting; and

  3. (ii) the new share option scheme of SIIC MedTech, the rules of which are contained in the document marked ‘‘B’’ and produced to this meeting and for the purpose of identification signed by the Chairman thereof, be and is hereby approved and adopted with effect from the date of this meeting.

By Order of the Board Leung Lin Cheong, Roger Company Secretary

Hong Kong, 10th May, 2002.

Notes:

  1. A member of the Company entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and, on a poll, to vote instead of him. A proxy need not be a member of the Company.

  2. In order to be valid, the form of proxy together with any power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be deposited at the registered office of the Company at 26th Floor, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

— 21 —

More from Huscoke Holdings Limited

Regulatory Filings 2026
May 5
Legal Proceedings Report 2026
Apr 27
Regulatory Filings 2026
Apr 20
Regulatory Filings 2026
Apr 9
Regulatory Filings 2026
Apr 8
Regulatory Filings 2026
Mar 30
Regulatory Filings 2026
Mar 30
Regulatory Filings 2026
Mar 30
Regulatory Filings 2026
Mar 2
Audit Report / Information 2026
Feb 6
View all filings →