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Planetree International Development Limited — Proxy Solicitation & Information Statement 2005
Apr 13, 2005
49339_rns_2005-04-13_95342b07-556b-4a32-9c2d-a7864c008c8c.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt about this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitors, professional accountant or other professional adviser.
If you have sold all your shares in YUGANG INTERNATIONAL LIMITED (the “Company”), you should at once hand this circular to the purchaser or to the bank or 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.
YUGANG INTERNATIONAL LIMITED （渝港國際有限公司） [*]
(Incorporated in Bermuda with limited liability)
(Stock Code: 613)
PROPOSED ADOPTION OF NEW SHARE OPTION SCHEME OF THE COMPANY AND
PROPOSED APPROVAL OF NEW SHARE OPTION SCHEME OF QUALIPAK INTERNATIONAL HOLDINGS LIMITED (Stock Code: 1224)
This circular is to provide you with information regarding the ordinary resolutions to be proposed at the special general meeting of the Company to be held on Friday, 29 April 2005.
A notice convening the special general meeting of the Company to be held at 11:45 a.m. (or so soon as practicable immediately after the conclusion or adjournment of the annual general meeting of Yugang International Limited convened for the same place and date at 11:30 a.m.) is set out on pages 29 and 30 of this circular.
Whether or not you propose to attend the meeting, you are advised to read the notice and to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Principal Place of Business of the Company in Hong Kong at Rooms 3301-3307 China Resources Building, 26 Harbour Road, Wanchai, Hong Kong not later than 11:45 a.m. on Wednesday, 27 April 2005.
13 April 2005
* For identification purposes only.
LETTER FROM THE BOARD
YUGANG INTERNATIONAL LIMITED （渝港國際有限公司） [*]
(Incorporated in Bermuda with limited liability)
(the “Company”)
(Stock Code: 613)
Executive Directors: Registered Office: Cheung Chung Kiu (Chairman) Clarendon House Yuen Wing Shing (Managing Director) Church Street Zhang Qing Xin Hamilton HM 11 Lam Hiu Lo Bermuda Liang Kang Head Office and Principal Place of Non-Executive Director: Business in Hong Kong: Lee Ka Sze, Carmelo Rooms 3301-3307 China Resources Building Independent Non-Executive Directors: 26 Harbour Road Wong Wai Kwong, David Wanchai Wong Yat Fai Hong Kong Ng Kwok Fu
13 April 2005
To: the shareholders of the Company
(and for information only, the convertible note holders)
Dear Sir or Madam,
PROPOSED ADOPTION OF NEW SHARE OPTION SCHEME OF THE COMPANY AND
PROPOSED APPROVAL OF NEW SHARE OPTION SCHEME OF QUALIPAK INTERNATIONAL HOLDINGS LIMITED (Stock Code: 1224)
INTRODUCTION
The purpose of this circular is to provide you with information regarding the ordinary resolutions to be proposed at the special general meeting of the Company (“SGM”) to be held at Boardroom I, M Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Friday, 29
* For identification purposes only.
— 1 —
LETTER FROM THE BOARD
April 2005 at 11:45 a.m. (or so soon as practicable immediately after the conclusion or adjournment of the annual general meeting of the Company convened for the same place and date at 11:30 a.m.) relating to the adoption of a new share option scheme of the Company (the “New Scheme”) and a new share option scheme (the “New Qualipak Scheme”) of Qualipak International Holdings Limited (“Qualipak”), a non-wholly owned subsidiary of the Company, and to provide you with the notice of SGM.
ADOPTION OF A NEW SHARE OPTION SCHEME
Background as to the adoption of the New Scheme
The board of the Company (the “Board”) notes that the previous share option scheme of the Company expired on 18 October 2003. The Board also notes that The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) on 23 August 2001 announced amendments to Chapter 17 (Share Schemes) of the Main Board Listing Rules, which came into effect on 1 September 2001. The purpose of the New Scheme is to recognise and motivate the contribution of employees and other person(s) who may make a contribution to the Company and its subsidiaries (the “Group”) and to provide incentives and help the Group in retaining its existing employees and recruiting additional employees and to provide them with a direct economic interest in attaining the long term business objectives of the Group. The Board considers that it is in the interest of the Company to adopt the New Scheme.
The New Scheme is conditional upon: (1) the passing of the necessary resolution by the shareholders of the Company (“Shareholders”) in general meeting to approve and adopt the New Scheme; and (2) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the shares and any shares to be issued and allotted pursuant to the exercise of the options granted under the New Scheme.
Details of the proposed New Scheme are set out under the section headed “Details of the New Scheme” of this letter. An explanatory statement to provide Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the proposed resolution concerning the adoption of the New Scheme is set out in Appendix I to this circular.
APPROVAL OF NEW QUALIPAK SCHEME
Background as to the approval of the New Qualipak Scheme
The board of Qualipak notes that the Stock Exchange on 23 August 2001 announced amendments to Chapter 17 (Share Schemes) of the Main Board Listing Rules, which came into effect on 1 September 2001. In compliance with the aforesaid amendments to the Main Board Listing Rules as announced by the Stock Exchange, the board of Qualipak considers that it is in the interest of Qualipak to terminate its existing scheme adopted on 9 April 1999
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LETTER FROM THE BOARD
(the “Existing Qualipak Scheme”) which is the only outstanding share option scheme of Qualipak and to adopt the New Qualipak Scheme.
The directors of Qualipak propose to adopt the New Qualipak Scheme and to terminate the operation of the Existing Qualipak Scheme at the special general meeting of Qualipak to be held on 29 April 2005 at 7/F, China United Centre, 28 Marble Road, North Point, Hong Kong (“Qualipak SGM”). A summary of the principal terms of the New Qualipak Scheme is set out in Appendix II to this circular. The New Qualipak Scheme is conditional upon: (1) the passing of the necessary resolution by the shareholders of Qualipak in general meeting to terminate the Existing Qualipak Scheme; (2) the passing of the necessary resolution by the shareholders of Qualipak in general meeting to approve and adopt the New Qualipak Scheme; (3) the passing of the necessary resolution by Shareholders in general meeting to approve the New Qualipak Scheme; and (4) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the shares and any shares to be issued and allotted pursuant to the exercise of the options granted under the New Qualipak Scheme.
The purpose of the New Qualipak Scheme is to recognise and motivate the contribution of employees and other person(s) who may make a contribution to Qualipak and its subsidiaries (the “Qualipak Group”) and to provide incentives and help the Qualipak Group in retaining its existing employees and recruiting additional employees and to provide them with a direct economic interest in attaining the long term business objectives of the Qualipak Group.
Information on the Existing Qualipak Scheme
The Existing Qualipak Scheme will expire on 8 April 2009. Since the adoption of the Existing Qualipak Scheme, options to subscribe for an aggregate of 76,500,000 shares in Qualipak have been granted thereunder and accepted by the grantees.
As at the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein (the “Latest Practicable Date”), Qualipak has issued options (including those outstanding, cancelled, lapsed or exercised) to subscribe for a total of 76,500,000 shares in Qualipak (representing approximately 1.94% of the issued share capital of Qualipak as at the Latest Practicable Date) under the Existing Qualipak Scheme, of which no option is outstanding, options to subscribe for 61,500,000 shares in Qualipak have been exercised, options to subscribe for 10,000,000 shares in Qualipak have lapsed and options to subscribe for 5,000,000 shares in Qualipak have been cancelled.
The Existing Qualipak Scheme is now the only outstanding share option scheme of Qualipak. The board of Qualipak confirms that prior to the Qualipak SGM to approve the New Qualipak Scheme, no further options can be granted under the Existing Qualipak Scheme.
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LETTER FROM THE BOARD
Conditions
The New Qualipak Scheme is conditional on:
-
(a) the passing of the Ordinary Resolution No. 1 by the shareholders of Qualipak at the Qualipak SGM to terminate the Existing Qualipak Scheme;
-
(b) the passing of the Ordinary Resolution No. 2 by the shareholders of Qualipak at the Qualipak SGM to approve and adopt the New Qualipak Scheme;
-
(c) the passing of the Ordinary Resolution No. 2 by Shareholders at the SGM to approve the New Qualipak Scheme; and
-
(d) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, any shares in Qualipak falling to be issued and allotted upon the exercise of the options granted under the New Qualipak Scheme.
Maximum number of shares in Qualipak subject to the New Qualipak Scheme
Subject to the approval of the shareholders of Qualipak of the termination of the Existing Qualipak Scheme and the adoption of the New Qualipak Scheme at the Qualipak SGM; approval by Shareholders of the New Qualipak Scheme at the SGM and conditional upon the Stock Exchange granting approval for the listing of, and permission to deal in, any shares in Qualipak falling to be issued and allotted upon the exercise of the options granted under the New Qualipak Scheme, the board of Qualipak will have the right to grant options to the participants to subscribe for shares in Qualipak such that the total number of shares in Qualipak which may be issued upon exercise of all options to be granted under the New Qualipak Scheme and any other share option schemes of Qualipak shall not exceed 10% of the shares in Qualipak in issue as at the adoption date (such 10% shall represent 393,953,687 shares in Qualipak on the basis that the issued shares of Qualipak as at the adoption date will be 3,939,536,870), unless Qualipak obtains an approval from its shareholders to refresh such 10% limit such that the total number of shares in Qualipak which may be issued upon exercise of all options granted under the New Qualipak Scheme and any other share option schemes of Qualipak shall not exceed 10% of the issued share capital of Qualipak as at the date of such approval by shareholders of Qualipak, but provided always that the maximum number of shares in Qualipak which may be issued upon exercise of all outstanding options granted and yet to be exercised under the New Qualipak Scheme and any other share option schemes of Qualipak (including the Existing Qualipak Scheme) shall not in aggregate exceed 30% (or such higher percentage as may be allowed under the Main Board Listing Rules) of the shares in Qualipak in issue from time to time.
Application will be made to the Stock Exchange for the listing of, and permission to deal in, any shares falling to be issued and allotted upon the exercise of the options granted under the New Qualipak Scheme.
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LETTER FROM THE BOARD
As at the date hereof, no options have been agreed to be granted under the New Qualipak Scheme.
Value of Options
The board of of Qualipak considers that it is inappropriate to state the value of all options that can be granted under the New Qualipak Scheme as if they had been granted on the Latest Practicable Date as a number of factors crucial for the valuation cannot be determined. Such factors include the exercise period and the conditions that an option is subject to. Accordingly, any valuation of the options based on various speculative assumptions would not be meaningful but would be misleading to the shareholders of Qualipak.
Document available for inspection
A copy of the New Qualipak Scheme to be adopted is available for inspection during normal business hours at the head office and principal place of business of Qualipak at 7/F., China United Centre, 28 Marble Road, North Point, Hong Kong from the date of this circular up to and including the date of the Qualipak SGM and at the Qualipak SGM.
Although the terms of the New Qualipak Scheme do not impose strict requirements on the grantee for particular achievement of any performance targets or holding an option for a certain period before its exercise, the board of Qualipak believes that the requirements of a minimum subscription price as well as the selection criteria prescribed in the terms of the New Qualipak Scheme will serve to achieve the purpose of the New Qualipak Scheme as set out on page 24 of this circular.
Termination of the Existing Qualipak Scheme
Under the Existing Qualipak Scheme, Qualipak may by ordinary resolution in general meeting at any time terminate the operation of such scheme. The Ordinary Resolution No. 1 will therefore be proposed for the approval of the shareholders of Qualipak at the Qualipak SGM to the effect that the Existing Qualipak Scheme be terminated and no further options be granted under the Existing Qualipak Scheme but the options which have been granted during the life of the Existing Qualipak Scheme shall continue to be exercisable in accordance with their terms of issue and provisions of Chapter 17 of the Main Board Listing Rules.
Details will be included in the annual report and interim report of Qualipak on particulars of outstanding options, options granted, exercised, cancelled or lapsed during the relevant financial period as regards (1) each of the directors, chief executive, substantial shareholders of Qualipak; (2) each participant with options granted in excess of the individual limit; (3) aggregate figures for employees of the Qualipak Group; (4) aggregate figures for suppliers of goods or services; and (5) all other participants as an aggregate whole.
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LETTER FROM THE BOARD
SGM
A notice convening the SGM is set out on pages 29 and 30 of this circular and a form of proxy for use at the SGM is enclosed. Whether or not you intend to attend the SGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible to the Company’s principal place of business in Hong Kong at Rooms 3301-3307 China Resources Building, 26 Harbour Road, Wanchai, Hong Kong and in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude Shareholders from attending and voting in person at the SGM or any adjournment thereof if they so wish.
DETAILS OF THE NEW SCHEME
For the purpose of this section, unless the context otherwise requires, the following expressions have the following meanings:
| “Adoption Date” | the date on which the New Scheme is conditionally |
|---|---|
| adopted by resolution of the Shareholders in general | |
| meeting | |
| “Associate” | has the meaning ascribed to it under the Listing Rules |
| “Board” | the board of Directors or a duly authorized committee |
| thereof for the time being, including the independent | |
| non-executive Directors | |
| “Business Day” | a day, other than a Saturday or a Sunday, on which |
| licensed banks in Hong Kong are generally open for | |
| business and the Stock Exchange is open for the business | |
| of dealing in securities | |
| “Company” | Yugang International Limited, an exempted company |
| incorporated in Bermuda with limited liability, the Shares | |
| of which are listed on the Stock Exchange | |
| “connected person” | has the meaning ascribed to it under the Listing Rules |
| “Director(s)” | the director(s) of the Company for the time being |
| “Eligible Group” | (i) the Company and each of its substantial shareholders; |
| and (ii) each associate or substantial shareholder or direct | |
| or indirect associated company or jointly controlled entity | |
| of any of the Company or of a substantial shareholder |
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LETTER FROM THE BOARD
referred to in (i) above; and (iii) each associate or substantial shareholder or direct or indirect associated company or jointly controlled entity of any of the foregoing entities referred to in (ii) above; and (iv) each associate or substantial shareholder or direct or indirect associated company or jointly controlled entity of any of the foregoing entities referred to in (iii) above
| “Grantee” | any Participant (as defined in Appendix I to this circular) |
|---|---|
| who accepts an offer in accordance with the terms of the | |
| New Scheme, or where the context so permits (in the | |
| case of any individual) a person who is entitled to any | |
| such Option in consequence of the death of the original | |
| Grantee (including without limitation his/her legal | |
| personal representative(s)) | |
| “Group” | the Company and its subsidiaries from time to time |
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong |
| “Hong Kong” | Hong Kong Special Administrative Region of the |
| People’s Republic of China | |
| “Latest Practicable Date” | 7 April 2005, being the latest practicable date prior to |
| the printing of this circular for the purpose of ascertaining | |
| certain information contained herein | |
| “Listing Rules” | the Rules Governing the Listing of Securities on the |
| Stock Exchange | |
| “New Scheme” | the new share option scheme proposed to be adopted by |
| the Company at the SGM, a summary of the principal | |
| terms of which is set out in Appendix I to this circular | |
| “Option(s)” | right(s) to subscribe for Shares on terms determined by |
| the Board and granted pursuant to the New Scheme | |
| “Optionholders” | holders of the outstanding options granted under the |
| Previous Scheme |
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LETTER FROM THE BOARD
“Participant” any director (or any persons proposed to be appointed as such, whether executive or non-executive), officer and employee (whether full-time or part-time) of each member of the Eligible Group; any business consultant, professional and other advisers (in the areas of legal, technical, financial or corporate managerial) (including any executive, officer and employee of such business consultant, professional and other advisers) to each member of the Eligible Group (or persons proposed to be appointed as such) who has rendered service or will render service to the Group, as absolutely determined by the Board
-
“Previous Scheme” the share option scheme of the Company adopted on 19 October 1993 and expired on 18 October 2003
-
“Registrar” branch share registrar and transfer office of the Company in Hong Kong, Tengis Limited, situated at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong
-
“SGM Notice” the notice convening the SGM set out on pages 29 and 30 of this circular
-
“SGM” the special general meeting of the Company to be held at Boardroom I, M Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Friday, 29 April 2005 at 11:45 a.m. (or so soon as practicable immediately after the conclusion or adjournment of the annual general meeting of the Company convened for the same place and date at 11:30 a.m.) for the purpose of considering and, if thought fit, approving the resolutions recommended in this circular
-
“Scheme Mandate Limit” the total number of Shares which may be issued upon exercise of all options which may be granted under the New Scheme and any other share option schemes of the Company
“Share(s)” ordinary share(s) of HK$0.01 each in the capital of the Company (or of such nominal amount as shall result from a sub-division, consolidation, reclassification or reconstruction of the share capital of the Company from time to time)
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LETTER FROM THE BOARD
“Shareholder(s)” shareholders of the Company “Stock Exchange” “substantial shareholder”
The Stock Exchange of Hong Kong Limited
has the meaning ascribed to it under the Listing Rules
Information on the Previous Scheme
The Previous Scheme expired on 18 October 2003 and all options granted lapsed on that date.
Conditions
The New Scheme is conditional on:
-
(a) the passing of the Ordinary Resolution No. 1 by Shareholders at the SGM to approve and adopt the New Scheme; and
-
(b) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, any Shares falling to be issued and allotted upon the exercise of the Options granted under the New Scheme.
Maximum number of Shares subject to the New Scheme
Subject to the approval of the Shareholders of the adoption of the New Scheme at the SGM and conditional upon the Stock Exchange granting approval for the listing of, and permission to deal in, any Shares falling to be issued and allotted upon exercise of the Options, the Board will have the right to grant Options to the Participants to subscribe for Shares such that 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 exceed 10% of the Shares in issue as at the Adoption Date (such 10% shall represent 845,332,170 Shares on basis that the issued Shares as at the Adoption Date will be 8,453,321,700), unless the Company obtains an approval from the Shareholders to refresh such 10% limit such that the total number of Shares which may be issued and allotted upon the exercise of all Options granted under the New Scheme and any other share option schemes of the Company shall not exceed 10% of the issued share capital of the Company as at the date of such Shareholders’ approval, but provided always that the maximum number of Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the New Scheme and any other share option schemes of the Company shall not in aggregate exceed 30% (or such higher percentage as may be allowed under the Listing Rules) of the Shares in issue from time to time.
Application will be made to the Stock Exchange for the listing of, and permission to deal in, any Shares falling to be issued and allotted upon the exercise of the Options granted under the New Scheme.
As at the date hereof, no Options have been agreed to be granted under the New Scheme.
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LETTER FROM THE BOARD
Value of Options
The Board considers that it is inappropriate to state the value of all Options that can be granted under the New Scheme as if they had been granted on the Latest Practicable Date as a number of factors crucial for the valuation cannot be determined. Such factors include the exercise period and the conditions that an Option is subject to. Accordingly, any valuation of the Options based on various speculative assumptions would not be meaningful but would be misleading to the Shareholders.
Document available for inspection
A copy of the New Scheme to be adopted is available for inspection during normal business hours at the head office and principal place of business of the Company at Rooms 3301-3307, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong from the date of this circular up to and including the date of the SGM and at the SGM.
Although the terms of the New Scheme do not impose strict requirements on the Grantee for particular achievement of any performance targets or holding an Option for a certain period before its exercise, the Board believes that the requirements of a minimum subscription price as well as the selection criteria prescribed in the terms of the New Scheme will serve to achieve the purpose of the New Scheme as set out on page 13 of this circular.
Details will be included in the annual report and interim report of the Company on particulars of outstanding options, options granted, exercised, cancelled or lapsed during the relevant financial period as regards (1) each of the directors, chief executive, substantial shareholders of the Company; (2) each participant with options granted in excess of the individual limit; (3) aggregate figures for employees of the Group; (4) aggregate figures for suppliers of goods or services; and (5) all other participants as an aggregate whole.
POLL DEMAND
According to the bye-laws of the Company, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded. A poll may be demanded by:
-
a. the chairman of such meeting, or
-
b. at least three members present in person (or in the case of a member being a corporation, by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting, or
-
c. a member or members present in person (or in the case of a member being a corporation, by its duly authorised representative) or by proxy and representing not less than onetenth of the total voting rights of all members having the right to vote at the meeting, or
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LETTER FROM THE BOARD
- d. a member or members present in person (or in the case of a member being a corporation, by its duly authorised representative) or by proxy and holding Shares conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all Shares conferring that right.
If a poll is duly demanded the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. There shall be no requirement for the chairman of the meeting to disclose the voting figures on a poll. On a poll votes may be given either personally or by proxy. A person entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting shall be entitled to a second or casting vote in addition to any other vote he may have.
RESPONSIBILITY OF THE DIRECTORS
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the 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:
-
(a) the information contained in this circular is accurate and complete in all material respects and not misleading;
-
(b) there are no other matters the omission of which would make any statement in this circular misleading; and
-
(c) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.
RECOMMENDATION
The Directors consider that the adoption of the New Scheme and the approval of the New Qualipak Scheme as aforesaid are in the best interests of the Company and the Shareholders and accordingly recommend that you should vote in favour of the resolutions referred to above to be proposed at the SGM respectively.
Yours faithfully, By Order of the Board Yugang International Limited Cheung Chung Kiu Chairman
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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SCHEME
APPENDIX I
The following is a summary of the principal terms of the New Scheme to be adopted at the SGM. For the purpose of this section, references to “Board” shall mean the board of directors of the Company or a duly authorised committee thereof, references to “Employee” shall mean any full-time or part-time employee (including any executive and non-executive director or proposed executive and non-executive director) of any member of the Eligible Group (as defined in this circular), references to “Participant” shall have the meaning ascribed thereto in this circular. Unless the context otherwise requires, references to “Shares” in this section include shares in the Company of any other nominal amount as shall result from a subdivision, consolidation, reclassification or reconstruction of the share capital of the Company from time to time.
1. PARTICIPANTS OF THE NEW SCHEME
The Participants of the New Scheme to whom options (“Option(s)”) may be granted by the Board shall include any director, officer and Employee of any member of the Eligible Group; any executive, officer or employee of any business consultant, professional and other advisers (in any area including without limitation the areas of legal, technical, financial or corporate managerial) to any member of the Eligible Group or any person proposed to be appointed to any of the aforesaid positions who in its sole opinion of the Board has contributed or is expected to contribute to the Group. Upon acceptance of the Option, the Grantee shall pay HK$1.00 to the Company by way of consideration of the grant.
2. PURPOSE OF THE NEW SCHEME
The purpose of the New Scheme is to recognise and motivate the contribution of employees and other person(s) who may make a contribution to the Group and to provide incentives and help the Group in retaining its existing employees and recruiting additional employees and to provide them with a direct economic interest in attaining the long term business objectives of the Group.
3. LIFE OF THE NEW SCHEME
The Company, by resolution in general meeting, or the Board may at any time terminate the operation of the New Scheme and in such event no further option will be offered but the provisions of the New Scheme shall remain in full force and effect in all other respects. Subject to the aforesaid, the New Scheme shall be valid and effective for a period of ten (10) years commencing from the adoption of the New Scheme, after which period no further options will be granted but the provisions of the New Scheme shall remain in full force and effect in all other respects.
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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SCHEME
APPENDIX I
4. SUBSCRIPTION PRICE
The subscription price for Shares under the New Scheme will be a price determined by the Board and notified to each grantee but in any case will not be less than the higher of: (1) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet on the date of offer of the grant, which must be a trading day; (2) the average closing price of the Shares as stated in the Stock Exchange’s daily quotations sheets for the five trading days immediately preceding the date of offer of the grant; and (3) the nominal value of a Share.
5. RESTRICTION ON THE TIME OF GRANT OF OPTION
No offer of options shall 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 announced pursuant to the requirements of the Listing Rules. In particular, during the period commencing one month immediately preceding the earlier of (a) the date of the board meeting for approval of the Company’s results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules); and (b) the deadline for the Company to publish an announcement of its results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules) and ending on the date of the results announcement, no option should be granted until such information has been announced pursuant to the requirements of the Listing Rules.
6. MAXIMUM NUMBER OF SHARES
-
6.1. The Scheme Mandate Limit shall not exceed 10% of the total number of Shares in issue as at the Adoption Date unless the Company obtains a fresh approval from the Shareholders pursuant to 6.2 below. Options lapsed in accordance with the terms of the New Scheme or any other new schemes of the Company under which such options are granted, as the case may be, shall not be counted for the purpose of calculating whether the Scheme Mandate Limit has been exceeded.
-
6.2. The Company may seek approval of the Shareholders in general meetings to renew the Scheme Mandate Limit provided that the Scheme Mandate Limit so renewed must not exceed 10% of the issued share capital of the Company at the date of the approval of the renewal by the shareholders of the Company. Upon any such renewal, all options granted under the New Scheme and any other new schemes of the Company (including those outstanding, cancelled, lapsed in accordance with the New Scheme and any other new schemes of the Company and exercised options) prior to the approval of such renewal shall not be counted for the purpose of calculating whether the renewed Scheme Mandate Limited has been exceeded. In seeking the approval, the Company shall send a circular to the shareholders.
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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SCHEME
APPENDIX I
- 6.3. The Company may grant options to Participant(s) beyond the Scheme Mandate Limit if the grant of such options is specifically approved by the Shareholders in general meeting. In seeking such approval, a circular must be sent to the Shareholders containing a generic description of the specified Participants, the number and terms of the Options to be granted, the purpose of granting Options to the specified participants, and how the terms of these Options serve such purpose.
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 New Scheme and any other new schemes of the Company shall not exceed 30% (or such higher percentage as may be allowed under the Listing Rules) of the total number of Shares in issue from time to time.
7. OPTION SHARES ENTITLED BY EACH GRANTEE
No Participant shall be granted an option if the total number of Shares issued and to be issued upon exercise of the options granted and to be granted (including options exercised, cancelled and outstanding) in any 12 month period up to and including the date of grant to such Participant would exceed 1% of the Shares for the time being in issue unless the proposed grant has been approved by the Shareholders in general meeting with the proposed grantee and his associates (as defined in the Listing Rules) abstaining from voting. A circular must be sent to the Shareholders disclosing the identity of the proposed grantee, the number and terms of the options granted and to be granted. The number and terms of options to be granted to such proposed grantee must be fixed before the Shareholders’ approval and the date of Board meeting for proposing such further grant should be taken as the date of grant for the purpose of calculating the subscription price.
8. REQUIREMENTS ON GRANTING OPTIONS TO CONNECTED PERSONS
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8.1. Any grant of option to a Director, chief executive or substantial shareholder (as defined in the Listing Rules) of the Company or any of their respective associates (as defined in the Listing Rules) must be approved by the independent nonexecutive Directors (excluding any independent non-executive Director who is the grantee of the Option).
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8.2. Where a grant of Option proposed to be granted to a substantial shareholder of the Company (as defined in the Listing Rules) or an independent non-executive Director, or any of their respective associates (as defined in the Listing Rules), 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
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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SCHEME
APPENDIX I
outstanding) to such person(s) in the past twelve (12) months period up to and including the date of such grant representing in aggregate over 0.1% of the total issued share capital of the Company for the time being and having an aggregate value of HK$5 million based on the closing price of the Shares at the date of each grant, then the proposed grant of Option must be subject to approval by Shareholders on a poll in a general meeting where all connected persons (as defined in the Listing Rules) of the Company must abstain from voting in favour at such general meeting (except where such connected person(s) intends to vote against the proposed grant of option and his/their intention to do so has been stated in the circular). A Shareholders’ circular must be prepared by the Company explaining the proposed grant of Option, disclosing the number and terms of the option proposed to be granted and the recommendation from the independent non-executive Directors (excluding any independent non-executive Director who is the grantee of the Option) as to voting. The Shareholders’ approval as described above will also be required for any change in the terms of any Options granted to a substantial shareholder of the Company (as defined in the Listing Rules) or an independent non-executive Director, or any of their respective associates (as defined in the Listing Rules).
The requirements for the granting of Options to a Director or chief executive of the Company set out in paragraphs 8.1 and 8.2 above shall not apply where the Participant is only a proposed Director or chief executive of the Company.
- 8.3. The Company will comply with the disclosure requirements under Chapter 17 of the Listing Rules, including without limitation disclosures in the annual and interim reports of the Company including details of the options granted to the following persons: (i) each of the directors, chief executives, or substantial shareholders of the Company, or their respective associates (as defined in Listing Rules); (ii) each Participant with options granted in excess of the limit referred to in 7 above; (iii) aggregate figures for the Employees; (iv) aggregate figures for suppliers of goods or services: and (v) all other Participants as an aggregate whole.
9. TIME OF EXERCISE OF OPTION
An Option may be exercised in accordance with the terms of the New Scheme at any time during a period as the Board may determine which shall not be more than ten years from the date of grant of the Option subject to the provisions of early termination thereof and the Board may provide restrictions on the exercise of an Option during the period an Option may be exercised.
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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SCHEME
APPENDIX I
10. RIGHTS PERSONAL TO GRANTEE
An option shall be personal to the grantee and shall not be assignable and no grantee shall sell, transfer, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to any Option.
11. RIGHTS ON CEASING EMPLOYMENT
In the event of the grantee, being an Employee at the date of offer of the grant, ceasing to be an Employee for any reason, other than death or the termination of employment on any of the grounds referred to in 13 below, the grantee may exercise the Option up to his entitlement at the date of cessation (to the extent which has become exercisable and not already exercised) within the period of three (3) months following the date of such cessation, which date shall be the last actual working day with the relevant member of the Eligible Group whether salary is paid in lieu of notice or not (provided that the retirement of director(s) of the relevant member of the Eligible Group by rotation pursuant to the articles of association or bye-laws of the relevant member of the Eligible Group at annual general meeting of such member(s) who is/are re-elected at the same annual general meeting shall not be regarded as ceasing employment for the purpose of this paragraph).
12. RIGHTS ON DEATH
In the event of the death of the grantee (provided that none of the events which would be a ground for termination of employment referred to in 13 below arises prior to the death, in the case the grantee is an Employee at the date of grant), the legal personal representative(s) of the grantee shall be entitled within a period of twelve (12) months from the date of death to exercise the Option up to the entitlement of such grantee as at the date of death (to the extent which has become exercisable and not already exercised).
13. RIGHTS ON DISMISSAL
In the event the grantee, being an Employee at the date of grant, ceases to be an Employee by reason of termination of employment on the grounds that he has been guilty of misconduct, or has committed an act of bankruptcy or has become insolvent or has made any arrangement or composition with his creditors generally, or has been convicted of any criminal offence involving his integrity or honesty or on any other ground on which an employer would be entitled to terminate his employment at common law or pursuant to any applicable laws or under the grantee’s service contract, his Option shall lapse automatically (to the extent not already exercised) on the date on which the grantee ceases to be an Employee.
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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SCHEME
APPENDIX I
14. EFFECT OF ALTERATIONS TO CAPITAL
In the event of any alteration in the capital structure of the Company (other than an issue of Shares as consideration in respect of a transaction to which the Company is a party) pursuant to a capitalisation issue, rights issue, sub-division or consolidation of shares or reduction of capital of the Company whilst any option remains exercisable, such corresponding alterations (if any) shall be made in the number of Shares subject to the option granted but unexercised; and/or the subscription price provided that no alteration shall be made the effect of which would be to enable any Share to be issued at less than its nominal value or would give a grantee a different proportion of the issued share capital of the Company as that to which he was previously entitled. In case of any alterations other than any made on a capitalisation issue, an independent financial adviser or the auditors of the Company for the time being is required to confirm in writing to the Board that the above proviso has been satisfied.
15. RIGHTS ON A GENERAL OFFER
If a general offer (whether by takeover offer or scheme of arrangement or otherwise in like manner) is made to all the holders of Shares (or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror) and such offer becomes or is declared unconditional, the grantee (or, as the case may be, his legal personal representatives) shall be entitled to exercise the option in full (to the extent which has become exercisable and not already exercised) at any time within fourteen (14) days after the date on which the offer becomes or is declared unconditional.
16. RIGHTS ON WINDING UP
In the event a notice is given by the Company to its members to convene a general meeting for the purposes of considering, and if thought fit, approving a resolution to voluntarily wind-up the Company, the Company shall on the same date as or soon after it despatches such notice to each member of the Company give notice thereof to all grantees and thereupon, each grantee (or, as the case may be, his legal personal representatives) shall be entitled to exercise all or any of his options at any time not later than two (2) Business Days prior to the proposed general meeting of the Company (to the extent which has become exercisable and not already exercised) 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 allot the relevant Shares to the grantee credited as fully paid.
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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SCHEME
APPENDIX I
17. RIGHTS ON A COMPROMISE OR ARRANGEMENT
If an application is made to the court (otherwise than where the Company is being voluntarily wound up) in connection with a proposed compromise or arrangement between the Company and its creditors (or any class of them) or between the Company and its members (or any class of them), the grantee may by notice in writing to the Company at any time no later than two (2) Business days prior to the date of the meeting directed to be convened by the court for the purpose of considering such compromise or arrangement exercise the option in full (to the extent which has become exercisable and not already exercised) or to the extent specified in such notice.
18. LAPSE OF OPTION
An option shall lapse automatically (to the extent not already exercised) on the earliest of:
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18.1. the expiry of the option period;
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18.2. the expiry of any of the periods referred to in paragraphs 11, 12, 15 or 16 above;
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18.3. subject to 16 above, the date of the commencement of the winding-up of the Company;
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18.4. the date on which the grantee ceases to be an Employee by reason of paragraph 13 above;
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18.5. subject to the proposed compromise or arrangement becoming effective, the expiry of the period referred to in paragraph 17 above; or
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18.6. the date on which the Grantee commits a breach of paragraph 10 above.
19. 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 fully paid Shares in issue on the date of allotment and accordingly will entitle the holders of options to participate in all dividends or other distributions paid or made on or after the date of allotment other than any dividend or other distribution previously declared or recommended or resolved to be paid or made with respect to a record date which shall be before the date of allotment.
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SUMMARY OF THE PRINCIPAL TERMS OF
APPENDIX I
THE NEW SCHEME
20. ALTERATION TO NEW SCHEME
The New Scheme may be altered in any respect by resolution of the Board except that alterations of the provisions of the New Scheme relating to (i) the matters set out in Rule 17.03 of the Listing Rules to the advantage of Participants; (ii) any change to the authority of the Board in relation to any alteration to the terms of the New Scheme; or (iii) the terms and conditions of the New Scheme which are of a material nature (except where such alterations take effect automatically under the existing terms of the New Scheme) shall not be made except with the prior sanction of a resolution by the Shareholders, 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 in writing of such majority of Grantees as would be required of the Shareholders under the bye-laws for the time being of the Company for a variation of the rights attached to the Shares.
The amended terms of the New Scheme or the Options to be granted thereunder must still comply with the relevant requirements of Chapter 17 and/or any other relevant provisions of the Listing Rules.
21. CANCELLATION OF OPTIONS GRANTED
Any cancellation of Options granted but not exercised must be approved by the Board. Any Options cancelled cannot be re-granted.
22. PERFORMANCE TARGET
There is no performance target that a Grantee must achieve before he/she can exercise the Options except for the Options which shall be exercisable only if the performance target as imposed by the Board in its sole discretion and stated in the offer letter to the Grantee is achieved.
23. CONDITIONS OF NEW SCHEME
The New Scheme is conditional upon: (l) the passing of the necessary resolution by the Shareholders in general meeting to approve and adopt the New Scheme; and (2) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Shares and any Shares to be issued and allotted pursuant to the exercise of the Options under the New Scheme.
24. TERMINATION
The Company, by resolution in general meeting, or the Board may at any time terminate the operation of the New Scheme and in such event no further Options will be offered but in respect of any Option which has been granted and not exercised, the provisions of the New Scheme will remain in full force and effect in all other respects.
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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW QUALIPAK SCHEME
APPENDIX II
The following is a summary of the principal terms of the New Qualipak Scheme to be adopted at the Qualipak SGM: For the purpose of this section, references to “Board’’ shall mean the board of directors of Qualipak or a duly authorised committee thereof, references to “Employee’’ shall mean any full time or part time employee (including any executive and non-executive director or proposed executive and non-executive director) of any member of the (i) Qualipak and each of its substantial shareholders (as defined in the Listing Rules) (the “Substantial Shareholder”); (ii) each associate (as defined in the Listing Rules) (“Associate”) or Substantial Shareholder or direct or indirect associated company (“Associated Company”) or jointly controlled entity of any of Qualipak or of a Substantial Shareholder referred to in (i) above; and (iii) each Associate or Substantial Shareholder or direct or indirect Associated Company or jointly controlled entity of any of the foregoing entities referred to in (ii) above; and (iv) each Associate or Substantial Shareholder or direct or indirect Associated Company or jointly controlled entity of any of the foregoing entities referred to in (iii) above; and (v) each Associate or Substantial Shareholder or direct or indirect Associated Company or jointly controlled entity of any of the foregoing entities referred to in (iv) above (the “Eligible Group”), references to “Participant’’ shall mean any director, whether executive or nonexecutive, officer and employee (whether full-time or part-time) of any member of the Eligible Group; any executive, officer or employee of any business consultant, professional and other advisers (in any area including without limitation the areas of legal, technical, financial or corporate managerial) to any member of the Eligible Group or any persons proposed to be appointed to any of the aforesaid positions who in the sole opinion of the Board has contributed or is expected to contribute to the Qualipak group of companies (the “Qualipak Group”) . Unless the context otherwise requires, references to “Shares’’ in this section include shares in Qualipak of any other nominal amount as shall result from a sub-division, consolidation, reclassification or reconstruction of the share capital of Qualipak from time to time.
1. PARTICIPANTS OF THE NEW QUALIPAK SCHEME
The Participants of the New Qualipak Scheme to whom options (“Option(s)”) may be granted by the Board shall include any director, officer and Employee of any member of the Eligible Group; any executive, officer or employee of any business consultant, professional and other advisers (in any area including without limitation the areas of legal, technical, financial or corporate managerial) to any member of the Eligible Group or any person proposed to be appointed to any of the aforesaid positions who in the sole opinion of the Board has contributed or is expected to contribute to the Qualipak Group. Upon acceptance of the Option, the Grantee shall pay HK$1.00 to Qualipak by way of consideration of the grant.
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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW QUALIPAK SCHEME
APPENDIX II
2. PURPOSE OF THE NEW QUALIPAK SCHEME
The purpose of the New Qualipak Scheme is to recognise and motivate the contribution of Employees and other person(s) who may make a contribution to the Qualipak Group and to provide incentives and help the Qualipak Group in retaining its existing employees and recruiting additional employees and to provide them with a direct economic interest in attaining the long term business objectives of the Qualipak Group.
3. LIFE OF THE NEW QUALIPAK SCHEME
Qualipak, by resolution in general meeting, or the Board may at any time terminate the operation of the New Qualipak Scheme and in such event no further options will be offered but the provisions of the New Qualipak Scheme shall remain in full force and effect in all other respects. Subject to the aforesaid, the New Qualipak Scheme shall be valid and effective for a period of ten (10) years commencing from the adoption of the New Qualipak Scheme, after which period no further options will be granted but the provisions of the New Qualipak Scheme shall remain in full force and effect in all other respects.
4. SUBSCRIPTION PRICE
The subscription price for Shares under the New Qualipak Scheme will be a price determined by the Board and notified to each grantee but in any case will not be less than the higher of (1) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet on the date of offer of the grant, which must be a trading day; (2) the average closing price of the Shares as stated in the Stock Exchange’s daily quotations sheets for the five trading days immediately preceding the date of offer of the grant; and (3) the nominal value of a Share. Upon acceptance of the option, the grantee shall pay HK$1.00 to Qualipak by way of consideration for the grant.
5. RESTRICTION ON THE TIME OF GRANT OF OPTION
No offer of options shall 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 announced pursuant to the requirements of the Listing Rules. In particular, during the period commencing one month immediately preceding the earlier of (a) the date of the board meeting for approval of Qualipak’s results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules); and (b) the deadline for Qualipak to publish an announcement of its results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules) and ending on the date of the results announcement, no option should be granted until such information has been announced pursuant to the requirements of the Listing Rules.
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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW QUALIPAK SCHEME
APPENDIX II
6. MAXIMUM NUMBER OF SHARES
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6.1. The Scheme Mandate Limit shall not exceed 10% of the total number of Shares in issue as at the adoption date unless Qualipak obtains a fresh approval from its shareholders pursuant to 6.2 below. Options lapsed in accordance with the terms of the New Qualipak Scheme or any other new schemes of Qualipak under which such options are granted, as the case may be, shall not be counted for the purpose of calculating whether the Scheme Mandate Limit has been exceeded.
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6.2. Qualipak may seek approval of the shareholders in general meetings to renew the Scheme Mandate Limit provided that the Scheme Mandate Limit so renewed must not exceed 10% of the issued share capital of Qualipak at the date of the approval of the renewal by the shareholders of Qualipak. Upon any such renewal, all options granted under the New Qualipak Scheme and any other new schemes of Qualipak (including those outstanding, cancelled, lapsed in accordance with the New Qualipak Scheme and any other new schemes of Qualipak and exercised options) prior to the approval of such renewal shall not be counted for the purpose of calculating whether the renewed Scheme Mandate Limit has been exceeded. In seeking the approval, Qualipak shall send a circular to the shareholders.
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6.3. Qualipak may grant options to Participant(s) beyond the Scheme Mandate Limit if the grant of such options is specifically approved by the shareholders of Qualipak in general meeting. In seeking such approval, a circular must be sent to the shareholders containing a generic description of the specified Participants, the number and terms of the options to be granted, the purpose of granting options to the specified participants, and how these options serve such purpose.
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 New Qualipak Scheme and any other new schemes of Qualipak shall not exceed 30% (or such higher percentage as may be allowed under the Listing Rules) of the total number of Shares in issue from time to time.
7. OPTION SHARES ENTITLED BY EACH GRANTEE
No Participant shall be granted an option if the total number of Shares issued and to be issued upon exercise of the options granted and to be granted (including options exercised, cancelled and outstanding) in any 12 month period up to and including the date of grant to such Participant would exceed 1% of the Shares for the time being in issue unless the proposed grant has been approved by the shareholders in Qualipak in general meeting with the proposed grantee and his associates (as defined in the Listing Rules) abstaining from voting. A circular must be sent to the shareholders in Qualipak disclosing the
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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW QUALIPAK SCHEME
APPENDIX II
identity of the proposed grantee, the number and terms of the options granted and to be granted. The number and terms of options to be granted to such proposed grantee must be fixed before the shareholders approval and the date of meeting of the Board for proposing such further grant should be taken as the date of grant for the purpose of calculating the subscription price.
8. REQUIREMENTS ON GRANTING OPTIONS TO CONNECTED PERSONS
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8.1. Any grant of option to a director, chief executive or substantial shareholder (as defined in the Listing Rules) of Qualipak or any of their respective associates (as defined in the Listing Rules) must be approved by the independent non-executive directors of Qualipak (excluding any independent non-executive director who is the grantee of the option).
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8.2. Where a grant of option proposed to be granted to a substantial shareholder of Qualipak (as defined in the Listing Rules) or an independent non-executive director of Qualipak or any of their respective associates (as defined in the Listing Rules) 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(s) in the past twelve (12) months period up to and including the date of such grant representing in aggregate over 0.1% of the total issued share capital of Qualipak for the time being and having an aggregate value of HK$5 million based on the closing price of the Shares at the date of each grant, then the proposed grant of option must be subject to approval by shareholders of Qualipak on a poll in a general meeting where all connected persons of Qualipak must abstain from voting in favour (except where such connected person(s) intends to vote against the proposed grant of option and his/their intention to do so has been stated in the circular). A shareholders’ circular must be prepared by Qualipak explaining the proposed grant of option, disclosing the number and terms of the option proposed to be granted and the recommendation from the independent non-executive directors (excluding any independent non-executive director who is the grantee of the option) as to voting. The shareholders’ approval as described above will also be required for any change in the terms of any options granted to a substantial shareholder (as defined in the Listing Rules) of Qualipak or an independent non-executive director of Qualipak or any of their respective associates (as defined in the Listing Rules).
The requirements for the granting of options to a director or chief executive of Qualipak set out in paragraphs 8.1 and 8.2 above shall not apply where the Participant is only a proposed director or chief executive of Qualipak.
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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW QUALIPAK SCHEME
APPENDIX II
- 8.3. Qualipak will comply with the disclosure requirements under Chapter 17 of the Listing Rules, including without limitation disclosures in the annual and interim reports of Qualipak including details of the options granted to the following persons: (i) each of the directors, chief executives, or substantial shareholders of Qualipak, or their respective associates (as defined in Listing Rules); (ii) each Participant with options granted in excess of the limit referred to in 7 above; (iii) aggregate figures for the employees; (iv) aggregate figures for suppliers of goods or services; and (v) all other Participants as an aggregate whole.
9. TIME OF EXERCISE OF OPTION
An option may be exercised in accordance with the terms of the New Qualipak Scheme at any time during a period as the Board may determine which shall not be more than ten years from the date of grant of the option subject to the provisions of early termination thereof and the Board may provide restrictions on the exercise of an option during the period an option may be exercised.
10. RIGHTS PERSONAL TO GRANTEE
An option shall be personal to the grantee and shall not be assignable and no grantee shall sell, transfer, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to any option.
11. RIGHTS ON CEASING EMPLOYMENT
In the event of the grantee, being an Employee at the date of offer of the grant, ceasing to be an Employee for any reason, other than death or the termination of employment on any of the grounds referred to in 13 below, the grantee may exercise the option up to his entitlement at the date of cessation (to the extent which has become exercisable and not already exercised) within the period of three months following the date of such cessation, which date shall be the last actual working day with the relevant member of the Eligible Group whether salary is paid in lieu of notice or not (provided that the retirement of director(s) of the relevant member of the Eligible Group by rotation pursuant to the articles of association or bye-laws of the relevant member of the Eligible Group at annual general meeting of such member who is/are re-elected at the same annual general meeting shall not be regarded as ceasing employment for the purpose of this paragraph).
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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW QUALIPAK SCHEME
APPENDIX II
12. RIGHTS ON DEATH
In the event of the death of the grantee (provided that none of the events which would be a ground for termination of employment referred to in 13 below arises prior to the death, in the case the grantee is an Employee at the date of grant), the legal personal representative(s) of the grantee shall be entitled within a period of twelve (12) months from the date of death to exercise the option up to the entitlement of such grantee as at the date of death (to the extent which has become exercisable and not already exercised).
13. RIGHTS ON DISMISSAL
In the event the grantee, being an Employee at the date of grant, ceases to be an Employee by reason of termination of employment on the grounds that he has been guilty of misconduct, or has committed an act of bankruptcy or has become insolvent or has made any arrangement or composition with his creditors generally, or has been convicted of any criminal offence involving his integrity or honesty or on any other ground on which an employer would be entitled to terminate his employment at common law or pursuant to any applicable laws or under the grantee’s service contract, his option shall lapse automatically (to the extent not already exercised) on the date on which the grantee ceases to be an Employee.
14. EFFECT OF ALTERATIONS TO CAPITAL
In the event of any alteration in the capital structure of Qualipak (other than an issue of Shares as consideration in respect of a transaction to which Qualipak is a party) pursuant to a capitalisation issue, rights issue, sub-division or consolidation of shares or reduction of capital of Qualipak whilst any option remains exercisable, such corresponding alterations (if any) shall be made in the number of Shares subject to the option granted but unexercised; and/or the subscription price provided that no alteration shall be made the effect of which would be to enable any Share to be issued at less than its nominal value or would give a grantee a different proportion of the issued share capital of Qualipak as that to which he was previously entitled. In case of any alterations other than any made on a capitalisation issue, an independent financial adviser or the auditors of Qualipak for the time being is required to confirm in writing to the Board that the above proviso has been satisfied.
15. RIGHTS ON A GENERAL OFFER
If a general offer (whether by takeover offer or scheme of arrangement or otherwise in like manner) is made to all the holders of Shares (or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror) and such offer becomes or is declared unconditional, the
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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW QUALIPAK SCHEME
APPENDIX II
grantee (or, as the case may be, his legal personal representatives) shall be entitled to exercise the option in full (to the extent which has become exercisable and not already exercised) at any time within fourteen (14) days after the date on which the offer becomes or is declared unconditional.
16. RIGHTS ON WINDING UP
In the event a notice is given by Qualipak to its members to convene a general meeting for the purposes of considering, and if thought fit, approving a resolution to voluntarily wind-up Qualipak, Qualipak shall on the same date as or soon after it despatches such notice to each member of Qualipak give notice thereof to all grantees and thereupon, each grantee (or, as the case may be, his legal personal representatives) shall be entitled to exercise all or any of his options at any time not later than two (2) Business Days prior to the proposed general meeting of Qualipak (to the extent which has become exercisable and not already exercised) whereupon Qualipak 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 allot the relevant Shares to the grantee credited as fully paid.
17. RIGHTS ON A COMPROMISE OR ARRANGEMENT
If an application is made to the court (otherwise than where Qualipak is being voluntarily wound up) in connection with a proposed compromise or arrangement between Qualipak and its creditors (or any class of them) or between Qualipak and its members (or any class of them), the grantee may by notice in writing to Qualipak at any time no later than two (2) Business days prior to the date of the meeting directed to be convened by the court for the purpose of considering such compromise or arrangement exercise the option in full (to the extent which has become exercisable and not already exercised) or to the extent specified in such notice.
18. LAPSE OF OPTION
An option shall lapse automatically (to the extent not already exercised) on the earliest of:
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18.1. the expiry of the option period;
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18.2. the expiry of any of the periods referred to in paragraphs 11, 12, 15 or 16 in this Appendix II;
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18.3. subject to 16 above, the date of the commencement of the winding-up of Qualipak;
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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW QUALIPAK SCHEME
APPENDIX II
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18.4. the date on which the grantee ceases to be an Employee by reason of paragraph 13 in this Appendix II;
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18.5. subject to the proposed compromise or arrangement becoming effective, the expiry of the period referred to in paragraph 17 in this Appendix II; or
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18.6. the date on which the Grantee commits a breach of paragraph 10 in this Appendix II.
19. 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 Qualipak 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 of options to participate in all dividends or other distributions paid or made on or after the date of allotment other than any dividend or other distribution previously declared or recommended or resolved to be paid or made with respect to a record date which shall be before the date of allotment.
20. ALTERATION TO NEW QUALIPAK SCHEME
The New Qualipak Scheme may be altered in any respect by resolution of the Board except that alterations of the provisions of the New Qualipak Scheme relating to (i) matters set out in Rule 17.03 of the Listing Rules to the advantage of Participants; (ii) any change to the authority of the Board in relation to any alteration to the terms of the New Qualipak Scheme; or (iii) the terms and conditions of the New Qualipak Scheme which are of a material nature (except where such alterations take effect automatically under the existing terms of the New Qualipak Scheme) shall not be made except with the prior sanction of a resolution by the shareholders of Qualipak, 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 in writing of such majority of grantees as would be required of the shareholders of Qualipak under the bye-laws for the time being of Qualipak for a variation of the rights attached to the Shares.
The amended terms of the scheme or the options must still comply with the relevant requirements of Chapter 17 and/or any other relevant provisions of the Listing Rules.
21. CANCELLATION OF OPTIONS GRANTED
Any cancellation of options granted but not exercised must be approved by the Board. Any options cancelled cannot be re-granted.
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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW QUALIPAK SCHEME
APPENDIX II
22. PERFORMANCE TARGET
There is no performance target that a Grantee must achieve before he/she can exercise the Options except for the Options which shall be exercisable only if the performance target as imposed by the Board in its sole discretion and stated in the offer letter to the Grantee is achieved.
23. CONDITIONS OF NEW QUALIPAK SCHEME
The New Qualipak Scheme is conditional upon: (1) the passing of the necessary resolution by the shareholders of Qualipak in general meeting to terminate the Existing Qualipak Scheme; (2) the passing of the necessary resolution by the shareholders of Qualipak in general meeting to approve and adopt the New Qualipak Scheme; (3) the passing of the necessary resolution by Shareholders in general meeting to approve the New Qualipak Scheme; and (4) the Listing Committee granting approval for the listing of, and permission to deal in, the shares and any shares to be issued and allotted pursuant to the exercise of options granted under the New Qualipak Scheme.
24. TERMINATION
Qualipak, by resolution in general meeting, or the Board may at any time terminate the operation of the New Qualipak Scheme and in such event no further Option will be offered but in respect of any Option granted which has been granted but has not been exercised, the provisions of the New Qualipak Scheme will remain in full force and effect in all other respects.
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NOTICE OF SPECIAL GENERAL MEETING
YUGANG INTERNATIONAL LIMITED （渝港國際有限公司） [*]
(Incorporated in Bermuda with limited liability)
(Stock Code: 613)
NOTICE IS HEREBY GIVEN THAT a special general meeting of the Company will be held at Boardroom I, M Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Friday, 29 April 2005 at 11:45 a.m. (or so soon as practicable immediately after the conclusion or adjournment of the annual general meeting of the Company convened for the same place and date at 11:30 a.m.) for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:
ORDINARY RESOLUTIONS
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“THAT 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 of the Company to be issued and allotted upon the exercise of any options granted under the new share option scheme of the Company (the “New Scheme”), the rules of which are contained in the document marked “A” produced to this meeting and for identification purposes signed by the Chairman thereof, the New Scheme be and is hereby approved and adopted with effect from the date of this meeting and the directors of the Company be and are hereby authorized to do all things and deeds to implement or administer the New Scheme and to do all things and deeds pursuant thereto in accordance with the terms thereof and other statutory terms, if any, imposed by any governing bodies, including but without limitation the offer or grant of options and the issue and allotment of shares of the Company as may be required to be issued and allotted upon the exercise of any options under the New Scheme and subject to the Rules Governing the Listing of Securities on the Stock Exchange.”
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“THAT the new share option scheme of Qualipak International Holdings Limited, a non-wholly owned subsidiary of the Company, the rules of which are contained in the document marked “B” and produced to the meeting and for identification purposes signed by the Chairman thereof, be and is hereby approved.”
By Order of the Board
Albert T. da Rosa, Jr.
Secretary
Hong Kong, 13 April 2005
* For identification purposes only.
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NOTICE OF SPECIAL GENERAL MEETING
Notes:
1. A form of proxy for use at the meeting is enclosed.
2. A member who is a holder of two or more shares, and who is entitled to attend and vote at the meeting is entitled to appoint one or more than one proxy or a duly authorised corporate representative to attend and vote in his stead. A proxy need not be a member of the Company. Completion and return of the form of proxy will not preclude a member from attending the meeting and voting in person. In such event, his form of proxy will be deemed to have been revoked.
3. 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 certified copy of such power or authority, must be deposited at the principal place of business of the Company in Hong Kong at Rooms 3301-3307 China Resources Building, 26 Harbour Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
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