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Medlive Technology Co., Ltd. — Capital/Financing Update 2011
Aug 31, 2011
50436_rns_2011-08-31_e8f4c7e6-b2a5-4a1e-b244-f163976545c8.pdf
Capital/Financing Update
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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HISENSE KELON ELECTRICAL HOLDINGS COMPANY LIMITED
海信科龍電器股份有限公司
(a joint stock limited company incorporated in the People ’ s Republic of China with limited liability)
(Stock Code: 00921)
ANNOUNCEMENT
GRANT OF SHARE OPTIONS
This announcement is made by Hisense Kelon Electrical Holdings Company Limited (the “ Company ”) pursuant to Rule 17.06A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”).
Reference is made to the circular of the Company dated 7 July 2011 (the “ Circular ”) and the poll results announcement of the Company dated 1 August 2011. Terms used herein shall have the same meanings as defined in the Circular unless otherwise requires.
The Grant
The board of directors of the Company (the “ Board ”) hereby announces that on 31 August 2011, the Board has resolved to grant to the Participants 20,450,000 Share Options to subscribe for 20,450,000 A shares of RMB1.00 each pursuant to the Scheme adopted by the Company on 1 August 2011 (subject to acceptance of the Participants).
The conditions of grant of the Scheme have been fulfilled for the Grant. Details of the Share Options granted are as follows:
Grant Date: 31 August 2011 Number of Share Options granted: 20,450,000 Exercise Price: RMB7.65 per share
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Validity period of the Share Options: 5 years commencing from the Grant Date, subject to the exercise arrangement provided below.
As disclosed in the Circular, the Exercise Price of the Share Options granted is determined based on the higher of the following two prices: (i) the closing price of the A Shares on the last trading day immediately preceding the date of the announcement of the summary of the Scheme (that is, 29 November 2010), which was RMB7.65 per share; and (ii) the average closing price of the A Shares during the last 30 trading days immediately preceding the date of announcement of the summary of the Scheme, which was RMB7.37 per share. Therefore, the Exercise Price is RMB7.65 per share. For reference only, the closing price of A shares was RMB 5.63 and the closing price of H shares was HK$ 1.87 on the Grant Date.
Exercise Arrangement
The exercise of the Share Options under the Grant is subject to a restriction period of 2 years, during which period the rights are not exercisable.
Subject to the fulfillment of the exercise conditions, the Share Options under the Grant can be exercised in batches after the expiry of the 2-year period from the Grant Date according to the following exercise arrangement:
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i. 33% of the Share Options granted to each Participant shall become exercisable on the trading day immediately after the second anniversary of the Grant Date until the trading day falling on the fifth anniversary of the Grant Date;
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ii. Another 33% of the Share Options granted to each Participant shall become exercisable on the trading day immediately after the third anniversary of the Grant Date until the trading day falling on the fifth anniversary of the Grant Date; and
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iii. The remaining 34% of the Share Options granted to each Participant shall become exercisable on the trading day immediately after the fourth anniversary of the Grant Date until the trading day falling on the fifth anniversary of the Grant Date.
Where the Participant is a director or member of the senior management, Share Options of not less than 20% of the total Share Options granted to such Participant can only be exercised after the Participant has reached a pass grade or above in the performance appraisal for his/ her employment (or office).
Allocation of the Share Options under the Grant
Details of the allocation of the Share Options under the grant are as follows(In particular, Share Options of a total number of 6,192,000 shares was granted to 7 Directors and senior management members, representing approximately 30.28% of the total number of Share Options under the Grant) :
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| As a | ||||||
|---|---|---|---|---|---|---|
| percentage | ||||||
| As a | of share | |||||
| Number | As a | percentage | capital of | |||
| of Share | percentage | of the total | the same | |||
| Options | of the | share | class | |||
| No. | Name | Position | granted | Grant | capital | (A shares) |
| (’0000 | % | % | % | |||
| shares) | ||||||
| 1 | Tang Ye Guo | Chairman | 126 | 6.16 | 0.093 | 0.141 |
| 2 | Xiao Jian Lin | Director | 82.8 | 4.05 | 0.061 | 0.093 |
| 3 | Jia Shao Qian | Vice-President | 82.8 | 4.05 | 0.061 | 0.093 |
| Director, | ||||||
| Vice-President, | ||||||
| 4 | Liu Chun Xin | Head of | 90 | 4.40 | 0.066 | 0.101 |
| Finance | ||||||
| Department | ||||||
| 5 | Ren Li Ren | Vice-President Note |
72 | 3.52 | 0.053 | 0.080 |
| 6 | Zhang Yu Qing | Vice-President | 82.8 | 4.05 | 0.061 | 0.093 |
| 7 | Wang Yun Li | Vice-President | 82.8 | 4.05 | 0.061 | 0.093 |
| 8 | Mid level management staff |
1425.8 | 69.72 | 1.053 | 1.594 | |
| and key personnel | ||||||
| Total | 2045 | 100.00 | 1.509 | 2.288 |
Explanation: Since Mr. Lin Lan, being a Director, is a foreign natural person, he cannot be granted and cannot exercise A share share options according to the current laws and regulations.
Note: Mr. Ren Li Ren was appointed as the President of the Company with effect from 27 June 2011 and was appointed as a director of the Company at the extraordinary general meeting of the Company held on 1 August 2011.
Since 8 Participants have resigned, the Board of the Company decided to cancel their eligibility as Participants and decided not to grant to them 160,000 Share Options which were proposed to be granted to them originally. After such adjustment, the number of Share Options granted under the Scheme is 20,450,000.
Particulars of the name list of the mid-level management staff and key personnel of the Company and its subsidiaries who are grantees of the Share Options will be disclosed on the website of CNINF (www.cninfo.com.cn) on 1 September 2011
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and on the website of the Stock Exchange on 31 August 2011.
In addition, during the Validity Period of the Share Options, the maximum gain which the Participants can obtain from the share option incentives shall not exceed 40% of their remuneration level (inclusive of the gain from the share option incentives). In the event that the gain from the share option incentive exceeds the above proportion, Share Options which have not been exercised will not be exercised.
Pursuant to Rule 17.04(1) of the Listing Rules, the grant of Share Options to the Directors and senior management members has been approved by independent non-executive directors of the Company.
Save as disclosed above, as at the date of this announcement, none of the Participants is a director, chief executive or substantial shareholder of the Company, or any of their respective associates (as defined in the Listing Rules).
By order of the Board of
Hisense Kelon Electrical Holdings Company Limited
Tang Ye Guo Chairman
As at the date of this announcement, the Company’s directors are Mr. Tang Ye Guo, Mr. Ren Li Ren, Ms. Yu Shu Min, Mr. Lin Lan, Mr. Xiao Jian Lin and Ms. Liu Chun Xin; and the Company’s independent non-executive directors are Mr. Zhang Sheng Ping, Mr. Cheung Yui Kai, Warren and Mr. Wang Ai Guo.
Foshan City, Guangdong, the PRC, 31 August 2011
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