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SinoMedia Holding Limited Remuneration Information 2017

Aug 30, 2017

49347_rns_2017-08-30_250679db-be69-4504-b239-ae1d1b95d6eb.pdf

Remuneration Information

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) 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.

SINOMEDIA HOLDING LIMITED 中視金橋國際傳媒控股有限公司 (incorporated in Hong Kong with limited liability) (Stock Code: 623)

GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 17.06A of the Rules (“ Listing Rules ”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”).

The board of directors (the “ Board ”) of SinoMedia Holding Limited (the “ Company ”, and together with its subsidiaries, the “ Group ”) announces that on 30 August 2017, the Company granted share options (“ Share Options ”) to subscribe for a maximum of 19,152,000 ordinary shares (“ Share(s) ”) in the Company to certain individuals (“ Grantees ”), subject to acceptance of the Grantees, under the share option scheme adopted by the Company on 27 May 2008 (“ Post-IPO Scheme ”). Details of the such grant are set out below:

Date of grant : 30 August 2017 Exercise price of the Share : HK$1.77 per Share, which represents the higher of (i) the Options granted closing price of HK$1.74 per Share as stated in the daily quotations sheet issued by the Stock Exchange on 30 August 2017 and (ii) the average closing price of HK$1.77 per Share as stated in the daily quotations sheets issued by the Stock Exchange for the five trading days immediately preceding 30 August 2017

Number of Share Options : 19,152,000 to subscribe for a maximum of 19,152,000 Shares granted Closing price of Shares : HK$1.74 on the date of grant

  • Exercise periods of the : Subject to the fulfilment of the conditions for exercise of Share Share Options Options upon the relevant periods that the relevant Grantee (i) serves a full year of continuous service with the Group; (ii) has passed the performance assessment conducted by the Board from time to time; and (iii) the year on year growth of the Group’s net assets is not less than 5% for any two

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consecutive reporting periods (excluding the effect of dividends, share buy-bank and any disposal of investment property):

  • (1) a maximum of 25% of the Share Options are exercisable commencing from 30 August 2018 to 29 August 2025;

  • (2) another 25% of the Share Options are exercisable commencing from 30 August 2019 to 29 August 2025;

  • (3) another 25% of the Share Options are exercisable commencing from 30 August 2020 to 29 August 2025; and

  • (4) the remaining 25% of the Share Options are exercisable commencing from 30 August 2021 to 29 August 2025.

Where the conditions for exercise of any tranches of Share Options are not fulfilled, the Board has absolute discretion to alter any or all of the conditions for exercise of that tranche of Share Options.

Validity period of : From date of grant of Share Options to 29 August 2025 Share Options

Among the Share Options granted above, 3,200,000 Share Options were granted for subscription to Ms. Liu Jinlan, the chief executive officer and an executive director of the Company, 2,000,000 Share Options for subscription were granted to Mr. Li Zongzhou, an executive director of the Company, 300,000 Share Options for subscription were granted to Mr. Qi Daqing, an independent non-executive director of the Company.

The grant of Share Options to the above directors is to provide them with continuous incentives, mainly including the grant of Share Options in the same number which were granted to these directors respectively under the Pre-IPO Share Option Scheme adopted by the Company on 29 June 2007 and Post-IPO Scheme (as the case may be) which have not been exercised and lapsed upon expiration in 2017. Except for the above directors, the grant of Share Options to other grantees is to encourage them to make contributions to the Group’s future development.

The grant of the Share Options to the above Grantees who are a director, chief executive or substantial shareholder (within the meaning as ascribed to it under the Listing Rules) of the Company, or any of their respective associates has been approved by all the independent nonexecutive directors (with the relevant independent non-executive directors abstained from voting in the relevant resolution relating to the grant of Share Options to him) pursuant to Rule 17.04(1) of the Listing Rules and the provisions of the Post-IPO Scheme.

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Save as disclosed in this announcement, none of the Grantees of the Share Options is a director, a chief executive or a substantial shareholder (within the meaning as ascribed to it under the Listing Rules) of the Company, or any of their respective associate(s) (within the meaning as ascribed to it under the Listing Rules).

On behalf of the Board SinoMedia Holding Limited Chen Xin Chairman

Hong Kong, 30 August 2017

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As at the date of this announcement, the Board comprises Mr. Chen Xin, Ms. Liu Jinlan and Mr. Li Zongzhou as executive directors, and Mr. Qi Daqing, Mr. Lian Yuming, Ms. Wang Xin and Mr. He Hui David as independent non-executive directors.

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