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Television Broadcasts Limited — Proxy Solicitation & Information Statement 2026
Apr 23, 2026
49261_rns_2026-04-23_cf107b49-ff12-4a08-b9fd-ade6049d8b0a.pdf
Proxy Solicitation & Information Statement
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2026 Share Option and RSU Scheme
of
TELEVISION BROADCASTS LIMITED
電視廣播有限公司
(Incorporated in Hong Kong with limited liability)
Adopted by ordinary resolution passed at an annual general meeting of the Company held on [27 May] 2026
TABLE OF CONTENTS
- DEFINITIONS ... 1
- CONDITIONS ... 5
- PURPOSE ... 6
- COMMENCEMENT, DURATION AND ADMINISTRATION ... 6
- PARTICIPANTS AND BASIS FOR DETERMINING ELIGIBILITY OF PARTICIPANTS ... 8
- SCHEME MANDATE LIMIT AND MAXIMUM ENTITLEMENT OF EACH GRANTEE ... 9
- GRANT OF AWARDS ... 12
- CLAWBACK MECHANISM ... 17
- VESTING OF AWARDS ... 18
- LAPSE OF AWARDS ... 21
- CANCELLATION OF AWARDS ... 22
- SUBSCRIPTION PRICE IN RESPECT OF OPTIONS ... 23
- RIGHTS ATTACHED TO AWARDS AND SHARES UNDERLYING AWARDS ... 23
- REORGANISATION OF CAPITAL STRUCTURE ... 24
- DISPUTES ... 25
- ALTERATION OF THIS SCHEME ... 25
- TERMINATION ... 26
- MISCELLANEOUS ... 26
1 DEFINITIONS
1.1 In this Scheme, the following expressions shall have the following meanings:
"Adoption Date" means the date on which this Scheme was adopted by a resolution of the Shareholders in a general meeting of the Company;
"Associate(s)" has the same meaning as defined in Rule 14A.06(2) of the Listing Rules;
"Auditors" means the auditors for the time being of the Company;
"Award(s)" means award(s) of RSUs or grant(s) of Options (as the case may be and as applicable) granted by the Board or the Committee to an Eligible Participant;
"Award Share(s)" means the Shares granted under the Scheme to a Grantee pursuant to an Award
"Board" means the board of Directors;
"Business Day" means any day on which the Stock Exchange is open for the business of dealing in securities listed thereon;
"chief executive" has the same meaning as defined in Rule 1.01 of the Listing Rules;
"Close Associate(s)" has the same meaning as defined in Rule 1.01 of the Listing Rules;
"Committee" means the person(s) from time to time delegated by the Board with the power and authority to administer the Scheme in accordance with the rules herein;
"Companies Ordinance" means the Companies Ordinance, Chapter 622 of the Laws of Hong Kong, as amended, modified or supplemented from time to time;
"Company" means Television Broadcasts Limited, a company incorporated in Hong Kong with limited liability, the Shares of which are listed on the Stock Exchange (stock code: 00511);
"Connected Person" has the same meaning as defined in Rule 14A.06(7) of the Listing Rules;
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“Core Connected Person”
has the same meaning as defined in Rule 1.01 of the Listing Rules;
“Date of Grant”
means the date (which must be a Business Day) on which the Board resolves to grant an Award to an Eligible Participant under this Scheme;
“Director(s)”
means the director(s) of the Company for the time being and from time to time;
R17.03(2)
“Eligible Participant(s)”
means any person(s) who satisfies the eligibility criteria in paragraph 5.2;
“Excluded Participant”
any person who is resident in a place where the grant of the Award, the vesting of the Award and/or the transfer or subscription of Shares pursuant to the terms of the Scheme is not permitted under the laws and regulations of such place or where, in the view of the Board or the Committee or (where applicable) the Trustee, compliance with applicable laws and regulations in such place make it necessary or expedient to exclude such person;
R17.03(2)
“Grantee(s)”
means any Eligible Participant(s) who accepts an Offer in accordance with the terms of this Scheme or (where the context so permits) his/her Personal Representative(s);
“Group”
means the Company and its Subsidiaries;
“HK$”
means Hong Kong dollars, the lawful currency for the time being of Hong Kong;
“Hong Kong”
means the Hong Kong Special Administrative Region of the People’s Republic of China;
“inside information”
has the meaning given to it in Part XIVA of the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong;
“Listing Rules”
means the Rules Governing the Listing of Securities on the Stock Exchange;
“Offer”
means an offer for an Award made in accordance with paragraph 7;
"Offer Date"
means the date on which an Offer is made to an Eligible Participant;
"Option(s)"
means an option(s) to subscribe for Shares granted pursuant to this Scheme and for the time being subsisting;
"Option Period"
means, in respect of any particular Option, the period within which the Option may be exercised, as determined by the Board and stated in the relevant Offer, but in any event shall not be more than ten (10) years from the Date of Grant;
"Personal Representative(s)"
means, in respect of a Grantee, the person or persons who, in accordance with the laws of succession applicable in respect of the death of that Grantee, is or are entitled to exercise the Option granted to such Grantee (to the extent not already exercised);
"Related Entities"
means the holding companies and fellow subsidiaries of the Company and "Related Entity" means any one of such entity;
"RSU"
means a restricted share unit, representing one (1) underlying Share, and representing a conditional right granted to a Grantee to be vested with the underlying Share (or the net sale proceeds thereof) and "RSUs" shall be construed accordingly;
"Scheme"
means this 2026 Share Option and RSU Scheme in its present form or as amended in accordance from time to time in accordance with the provisions thereof;
"Shareholders"
means the holders of Shares;
"Shares"
means shares in the share capital of the Company, or, if there has been a sub-division, consolidation, re-classification or re-construction of the share capital of the Company, shares forming part of the ordinary share capital of the Company as shall result from any such sub-division, consolidation, re-classification or re-construction;
"Stock Exchange"
means The Stock Exchange of Hong Kong Limited or such other stock exchange which is the principal stock exchange (as determined by the Board) on which the Shares are for the time being listed or traded;
R17.03(5)
R17.03(6)
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"Subscription Price"
means the price per Share at which a Grantee may subscribe for Shares on the exercise of an Option, which must be in compliance with paragraph 12, subject to any adjustments made pursuant to paragraph 14;
"Subsidiary"
means a company which is for the time being and from time to time a subsidiary of the Company (within the meaning of the Companies Ordinance), whether incorporated in Hong Kong or elsewhere, and "Subsidiaries" shall be construed accordingly;
"Substantial Shareholders"
has the same meaning as defined in Rule 1.01 of the Listing Rules;
"Supplementary Guidance"
means, together, (i) the supplementary guidance attached to the letter from the Stock Exchange dated 5 September 2005, (ii) the supplementary guidance on Listing Rule 17.03(13) and the note immediately after the rule, attached to the Frequently Asked Question No. 072-2020 in November 2020 (and updated in January 2023) (iii) the Frequently Asked Questions – Share Schemes (FAQ13 – No. 1 to 20) in November 2020 (and updated in June 2024) and (iv) any other guidance and interpretation issued from time to time by the Stock Exchange relating to share option schemes;
"Termination Date"
means the tenth anniversary of the Adoption Date;
"Trustee"
means a trustee as may be appointed by the Company from time to time for the administration of the Scheme and/or holding Shares under the Scheme;
"Vesting Date"
means in relation to an Award, the date or each such date, as determined by the Board or the Committee, on which the Award is to be vested in such Grantee in respect of all or a portion of the Options or RSUs (as the case may be and as applicable), subject to and in accordance with the terms and conditions of the relevant Award;
"Vesting Notice"
shall have the meaning ascribed to it in paragraph 9.4;
"Vesting Period"
in relation to an Award, the period commencing on the Date of Grant and ending on the Vesting Date (both dates inclusive); and
"%"
means per cent.
1.2 In this Scheme, unless the context requires otherwise:
1.2.1 paragraph headings are for ease of reference only and shall be ignored in construing this Scheme;
1.2.2 references to paragraph or paragraphs are references to paragraph or paragraphs hereof;
1.2.3 words importing the singular include the plural and vice versa;
1.2.4 words importing one gender include both genders and the neuter and vice versa;
1.2.5 references to persons include bodies corporate and unincorporated;
1.2.6 references to any statutory provisions or rules prescribed by any statutory bodies shall include the same as from time to time amended, consolidated and re-enacted; and
1.2.7 references to any statutory body shall include the successor thereof and any body established to replace or assume the functions of the same.
2 CONDITIONS
2.1 This Scheme is conditional upon the passing of an ordinary resolution by the Shareholders resolving, at a general meeting of the Company, to approve and adopt this Scheme and to authorise the Board to grant Options and RSUs under this Scheme and to allot and issue Shares in respect of Awards to be granted under this Scheme.
2.2 The grant of an Award under this Scheme is conditional upon the Listing Committee (as defined in the Listing Rules) of the Stock Exchange granting the approval for the listing of, and permission to deal in, the Shares which may fall to be issued in respect of such Award.
2.3 Reference in paragraph 2.2 to the Stock Exchange granting the approval and permission shall include any such approval and permission which are granted subject to such conditions as the Stock Exchange may impose.
2.4 A certificate signed by any Director or the secretary of the Company certifying that the conditions set out in paragraphs 2.1 and 2.2 have been fulfilled or satisfied shall be conclusive evidence of the matters so certified.
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3 PURPOSE
3.1 This Scheme is a share incentive scheme and is established to recognise and acknowledge the contributions which the Eligible Participants have made or will make to the Group.
R17.03(1)
3.2 This Scheme will provide the Eligible Participants with an opportunity to have a personal stake in the Company with a view to achieving the following objectives:
3.2.1 motivating the Eligible Participants to utilise their performance and efficiency for the benefit of the Group;
3.2.2 recognising and rewarding the contribution of certain Eligible Participants to the growth and development of the Group; and
3.2.3 attracting and retaining or otherwise maintaining an ongoing relationship with the Eligible Participants whose contributions are or will be beneficial to the long term growth of the Group.
4 COMMENCEMENT, DURATION AND ADMINISTRATION
4.1 Subject to the satisfaction of all the conditions in paragraph 2.1, the Scheme shall be deemed to commence on the Adoption Date and shall continue in force until the Termination Date.
4.2 Subject to paragraphs 2 and 17, this Scheme shall be valid and effective until the Termination Date, after which period no further Awards may be offered or granted but the provisions of this Scheme shall remain in force to the extent necessary to give effect to Awards granted prior thereto or otherwise as may be required in accordance with the provisions of this Scheme.
R17.03(11)
4.3 This Scheme shall be subject to the administration of the Board whose decision on all matters arising in relation to this Scheme or the interpretation of its rules or its effect shall (save as otherwise provided herein) be final and binding on all persons who may be affected thereby.
4.4 The Board shall have the right and power to:
4.4.1 interpret and construe the provisions of this Scheme;
4.4.2 determine the persons (if any) who shall be made an Offer under this Scheme;
4.4.3 determine the terms of all Offers and Awards, including:
(a) in respect of Awards of RSUs, the number of RSUs and the number of underlying Shares, the Vesting Dates, vesting conditions, performance targets and any other terms and conditions of such Award; and
(b) in respect of Awards of Options, the number of Options, the number of Shares and the Subscription Price thereof (subject to the provisions of paragraph 12 below), the Vesting Dates, vesting conditions, performance targets and any other terms and conditions of such Award;
4.4.4 make such adjustments to the terms of Awards granted under the Scheme to the relevant Grantee as the Board deems necessary, and shall notify the relevant Grantee of such adjustment by written notice; and
4.4.5 make such other decisions or determinations as it shall deem appropriate in relation to the Offers and/or the administration of the Scheme provided that the same are not inconsistent with the provisions of this Scheme, the Listing Rules and other applicable laws and regulations.
4.5 The Board may delegate the authority to administer this Scheme to the Committee to assist in the administration of this Scheme and delegate such powers and/or functions relating to the administration of this Scheme as the Board sees fit.
4.6 The Board may also, in its absolute discretion, appoint any Trustee to assist with the administration and vesting of the Awards granted pursuant to this Scheme. To satisfy the Awards after vesting, the Company may, as determined by the Board or the Committee in its absolute discretion:
4.6.1 allot and issue new Shares to the Grantee directly; and/or
4.6.2 allot and issue new Shares to the Trustee, and/or instruct the Trustee to acquire existing Shares through on-market or off-market purchases in accordance with the Company's instructions and subject to the terms and conditions of the trust deed (if any), such new and/or existing Shares allotted and issued to or purchased by the Trustee pursuant to this Scheme shall be held by the Trustee on trust for the Grantees and shall be transferred to Grantees after vesting of the relevant Awards. Such Trustee (if so appointed) shall be independent from the Company and its Connected Persons.
4.7 If the Trustee at any time holds any Shares attributable to unvested Awards, whether R17.05A directly or indirectly, the Trustee shall abstain from voting on matters that require Shareholders' approval under the Listing Rules, unless otherwise required by applicable laws to vote in accordance with the beneficial owner's direction and such a direction is given.
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4.8 If the Board appoints a Trustee, the Board shall procure that sufficient funds are provided to the Trustee by whatever means as the Board may in its absolute discretion determine to enable the Trustee to satisfy its obligations in connection with the administration of the Scheme.
4.9 Each Eligible Participant to whom an Offer is made shall ensure that the acceptance of such Award and the holding and vesting of the Award, and the transfer, subscription or holding of the Award Shares and the exercise of all rights attaching thereto shall be valid and comply with all laws, rules and regulations, including the Listing Rules and all applicable exchange control, fiscal and other laws to which he is subject. The Board or the Committee may, as a condition precedent to the acceptance of an Offer, require the Eligible Participant to produce such evidence as the Board or the Committee may reasonably require for such purpose.
4.10 No member of the Board shall be personally liable by reason of any contract or other instrument executed by such member or on his/her behalf in his/her capacity as a member of the Board nor for any mistake of judgement made in good faith, and the Company shall indemnify on demand and hold harmless each employee, officer or Director to whom any duty or power relating to the administration or interpretation of this Scheme may be allocated or delegated, against any cost or expense (including legal fees) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out or omission to act in connection with this Scheme unless arising out of such person's own gross negligence, fraud or bad faith.
5 PARTICIPANTS AND BASIS FOR DETERMINING ELIGIBILITY OF PARTICIPANTS
5.1 The Board may at its discretion make an Offer to:
5.1.1 any Director (whether executive, non-executive or independent non-executive Director) or employee (whether full time or part time employee) of the Company or its Subsidiaries (“Employee Participants”); and/or
5.1.2 any directors or employees of any Related Entity (“Related Entity Participants”).
5.2 In determining the basis of eligibility of each Eligible Participant, the Board would mainly take into account of the experience of the Eligible Participant on the Group’s businesses, the length of service of the Eligible Participant with the Group, and the amount of support, assistance, guidance, advice, efforts and contributions the Eligible Participant has exerted and given towards the success of the Group and/or the amount of potential support, assistance, guidance, advice, efforts and contributions the Eligible Participant is likely to be able to give or make towards the success of the Group in the future.
5.2.1 For Employee Participants, assessing factors include: the individual performance, time commitment, responsibilities or employment conditions according to the prevailing market practice and industry standard, the length of engagement with the Group and the individual contribution or potential contribution to the development and growth of the Group.
5.2.2 For Related Entity Participants, assessing factors include: the length of collaborative relationship the Related Entity Participant has established with the Group, the amount of support, assistance, guidance, advice, efforts and contributions the Related Entity Participant has exerted or given towards the success of the Group, and the amount of potential support, assistance, guidance, advice, efforts and contributions that the Related Entity Participant is likely to be able to give or make towards the success of the Group in the future.
5.3 In the event that the Board has resolved that a Grantee fails or otherwise is unable to meet the continuing eligibility criteria, the Company is entitled to cancel without compensation any outstanding Award or part thereof granted to such Grantee to the extent not already exercised (in the case of Options) or vested (in the case of RSUs).
5.4 The alteration of the above-mentioned eligibility criteria relating to the Eligible Participants must be approved by the Shareholders at a general meeting.
6 SCHEME MANDATE LIMIT AND MAXIMUM ENTITLEMENT OF EACH GRANTEE
6.1 The overall limit on the number of Shares which may be issued in respect of all Awards to be granted under this Scheme and all the share options and share awards to be granted under other share scheme(s) of the Company shall not, in aggregate, exceed 46,696,183 Shares, representing 10% of the Shares in issue (excluding treasury shares, if any) as at the Adoption Date (the "Scheme Mandate Limit").
6.2 Notwithstanding paragraph 6.1, the Company may grant Awards beyond the Scheme Mandate Limit to Eligible Participants if:
6.2.1 separate Shareholders' approval has been obtained for granting Awards beyond the Scheme Mandate Limit to Eligible Participants specifically identified by the Company before such Shareholders' approval is sought;
6.2.2 the Company, in connection with the seeking of such separate Shareholders' approval, has first sent a circular to the Shareholders containing such information required under Listing Rule 17.03C(3), including the name of each specified Eligible Participant who may be granted such Awards, the number and terms of such Awards to be granted to each Eligible Participant, and the purpose of granting Awards to the specified Eligible Participants with an explanation as to how the terms of the Awards serve such purpose; and
6.2.3 the number and terms of the Awards to be granted to such Eligible Participant(s) are fixed before the Shareholders' approval.
In such circumstances, where such Award comprise any Options, for the purpose of calculating the Subscription Price, references in paragraph 12 to the Date of Grant shall be construed as referring to the date of the Board meeting for proposing such grant of further Options.
6.3 The Scheme Mandate Limit may, with the prior approval of the Shareholders at a general meeting, be refreshed at any time after three years from the date of Shareholders' approval for the last refreshment (or the Adoption Date) but in any event, the total number of Shares which may be issued in respect of all Awards to be granted under this Scheme and all the share options and share awards to be granted under other share scheme(s) of the Company must not exceed 10% of the Shares in issue as at the date of approval of the refreshed limit. In the course of obtaining such approval of the Shareholders, the Company shall issue a circular containing all information required under Listing Rule 17.03C(2), including the number of Awards that were already granted under the existing Scheme Mandate Limit and the reason for the refreshment.
6.4 Notwithstanding paragraph 6.3, a refreshment of the Scheme Mandate Limit may be approved by the Shareholders within three years after the date of Shareholders' approval for the last refreshment (or the Adoption Date) if:
6.4.1 any controlling shareholders (as defined in the Listing Rules) of the Company and their Associates abstain from voting; and
6.4.2 in compliance with Listing Rules 13.39(6), 13.39(7), 13.30, 13.41 and 13.42, the Company establishes an independent board committee, and appoint an independent financial adviser,
provided that the requirements of paragraphs 6.4.1 and 6.4.2 shall not apply if the refreshment is made immediately after an issue of securities by the Company to the Shareholders on a pro rata basis in accordance with Listing Rule 13.36(2)(a) such that the unused part of the Scheme Mandate Limit (as a percentage of the issued share capital of the Company) upon refreshment is the same as that immediately before such issue of securities, rounded to the nearest whole share.
R17.03C(1) and (2)
R17.03C(1)(c)
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6.5 No Award may be granted to any Eligible Participant which, if it would result in the total number of Shares issued and to be issued in respect of all Awards granted under this Scheme and, if any, the share options and other share awards granted under any other share scheme(s) of the Company to such person (excluding any Awards and any share options and other share awards lapsed in accordance with their terms) in the 12-month period up to and including the date of such new grant exceeding 1% of the Shares in issue (excluding treasury shares, if any) as at the date of such new grant. Any grant of further Awards above this limit shall be subject to the following requirements:
6.5.1 approval of the Shareholders at a general meeting, with such Eligible Participant and his/her Close Associates (or his/her Associates if such Eligible Participant is a Connected Person) abstaining from voting;
6.5.2 a circular in relation to the proposal for such further grant having been sent by the Company to its Shareholders with such information from time to time required by the Listing Rules;
6.5.3 the number and terms of the Awards to be granted to such proposed Grantee shall be fixed before the approval of the Shareholders as mentioned in paragraph 6.5.1; and
6.5.4 where such Award comprise any Options, for the purpose of calculating the Subscription Price, references in paragraph 12 to the Date of Grant shall be construed as referring to the date of the Board meeting for proposing such grant of further Options.
6.6 Any grant of Awards to a Director, Chief Executive or Substantial Shareholder or any of their respective Associates under this Scheme must be subject to the prior approval of the independent non-executive Directors (excluding any independent non-executive Director who is a Grantee of the relevant Awards).
6.7 Where any grant of RSUs to a Director (other than an independent non-executive Director) or Chief Executive, or any of their respective Associates would result in the Shares issued and to be issued in respect of all RSUs granted (excluding any RSUs lapsed in accordance with the terms of the Scheme) to such person in the 12-month period up to and including the date of such grant, representing in aggregate over 0.1% of the Shares in issue (excluding treasury shares, if any), such further grant of RSUs must be subject to the approval by Shareholders at a general meeting.
R17.03(4)
R17.03D
R17.04(1)
R17.04(2)
6.8 Where any grant of Awards to a Substantial Shareholder or an independent non-executive Director or any of their respective Associates would result in the Shares issued and to be issued in respect of all Awards granted under this Scheme and, if any, the share options and other share awards granted under any other share scheme(s) of the Company to such person (excluding any Awards and any share options and other share awards lapsed in accordance with their terms) in the 12-month period up to and including the date of such grant representing in aggregate over 0.1% of the Shares in issue (excluding treasury shares, if any), such further grant of Awards must be subject to the approval by the Shareholders at a general meeting.
6.9 In circumstances described in paragraphs 6.7 and 6.8, the Grantee, his/her Associates and all Core Connected Persons of the Company must abstain from voting in favour of such resolution in such general meeting. The Company shall issue a circular to the Shareholders containing all such information required under Listing Rule 17.04(5), including but not limited to the details of the number and terms of the Awards to be granted and the views of the independent non-executive Directors (excluding any independent non-executive Director who is a Grantee of the relevant Awards) on whether the terms of the proposed Grant are fair and reasonable and whether such Grant is in the interests of the Company and the Shareholders, and their recommendation to the independent Shareholders as to whether or not to vote in favour of the proposed grant.
6.10 The maximum number of Shares referred to in paragraph 6 shall be adjusted, in such manner as the Auditors or an independent financial adviser appointed by the Company shall certify as fair and reasonable in accordance with paragraph 14.
7 GRANT OF AWARDS
7.1 Subject to paragraphs 7.2 and 7.3, the Board shall, in accordance with the provisions of this Scheme, be entitled but shall not be bound to, at any time within 10 years after the Adoption Date, make an Offer to such Eligible Participants as it may in its absolute discretion select.
7.2 No Offer shall be made to, nor shall any Offer be capable of acceptance by, any Eligible Participant at a time when the Eligible Participant would or might be prohibited from dealing in the Shares by the Listing Rules, the Company's own code for securities transactions by Directors or by any other applicable rules, regulations or law. In particular, no Offer shall be made by the Board in the following circumstances:
7.2.1 after inside information in relation to the Company has come to the knowledge of the Company until (and including) the trading day after the Company has announced such inside information; and
7.2.2 during the period commencing 30 days immediately before the earlier of:
(a) the date of the Board meeting (or such date as is first notified to the Stock Exchange in accordance with the Listing Rules) for the 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 announce its results for any year or half-year under the Listing Rules, or quarterly or any other interim period (whether or not required under the Listing Rules);
and ending on the date of the results announcement. The period during which no Offer may be made will cover any period of delay in the publication of the results announcement.
7.3 No Offer shall be made to any person during the periods or times when such an Offer is prohibited under the Listing Rules, any corresponding code or securities dealing restrictions adopted by the Company and all applicable laws from time to time. Without limiting the generality of the foregoing, when an Offer is proposed to be made to a Director who, because of his office or employment information in relation to the Company, no Offer may be made to such Director during the following periods or times:
7.3.1 sixty (60) days immediately preceding the publication date of the Company’s annual results or, if shorter, the period from the end of the relevant financial year up to the publication date of such results; and
7.3.2 thirty (30) days immediately preceding the publication date of the Company’s quarterly results (if any) and half-year results or, if shorter, the period from the end of the relevant quarterly or half-yearly period up to the publication of such results.
7.4 An Offer shall be made to an Eligible Participant in writing (and unless so made shall be invalid) in such form as the Board may from time to time determine either generally or on a case-by-case basis and shall remain open for acceptance by the Eligible Participant concerned (and by no other person, including his/her Personal Representative(s)) for a period of 21 days inclusive of, and from the Offer Date (or such longer or shorter period as the Board may specify) provided that no such Offer shall be open for acceptance after the Eligible Participant to whom the Offer is made has ceased to be an Eligible Participant.
7.5 An Offer shall state the following:
7.5.1 the name, address and position of the Eligible Participant;
7.5.2 the type of Award in respect of which the Offer is made:
7.5.3 the number of Shares in respect of which the Offer is made;
7.5.4 the Vesting Period of the Award being offered or, as the case may be, the Vesting Periods in respect of separate parcels of Shares comprised in the Offer;
7.5.5 the last date by which the Offer must be accepted;
7.5.6 the procedures for acceptance;
7.5.7 the performance targets (if any) that must be reached before the Award;
7.5.8 such other terms and conditions of the Offer as may be imposed by the Board as are consistent with this Scheme; and
7.5.9 a statement requiring the Eligible Participant to undertake to hold the Award on the terms on which it is to be granted and to be bound by the provisions of this Scheme.
Additionally, an Offer for the grant of Options shall state the Option Periods (which in any event, shall not exceed 10 years from the Date of Grant) of such Options and the Subscription Price for the Award Shares;
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7.6 The performance targets which might be attached to an Award as referred to in paragraph 7.5.7 above include, among others, financial targets (including, (1) financial targets of the Company (such as the revenue, profits and the general financial condition of the Company, etc.) and/or (2) the Eligible Participant's contribution to the Company's financial and operating results (such as period of engagement, increase in revenue or profits, or reduction in costs, etc.)), business or management targets (including, (1) non-financial targets of the Company (such as the Company's strategic objectives, operational targets and future development plan), (2) key performance indicators of the Eligible Participant's department and/or business unit and/or (3) key performance indicators of the Eligible Participant's position which are relevant to his roles and responsibilities and/or annual appraisal results (in respect of the Employee Participants), and the attainment thereof shall be determined based on (i) individual performance, (ii) performance of the Group and/or (iii) performance of business groups, based on performance assessment conducted at the end of such performance period as prescribed by the Board or the Committee, including the comparison of the performance of the Company and/or the individual performance of the Eligible Participant with the pre-agreed targets, in order to determine whether the targets have been fulfilled and the extent to which such targets have been fulfilled. If the Board or the Committee determines in its absolute discretion that any condition(s) and/or performance target(s) to be duly fulfilled by the Eligible Participant as specified in the Offer has not been duly fulfilled, the Board or the Committee shall determine in its absolute discretion whether such Award shall vest and the period within which such Award shall vest, subject to the requirements of the Listing Rules. There is no general requirement for the vesting of Awards to be made subject to the fulfilment of any performance targets, except as imposed by the Board or the Committee and stated in the Offer.
R17.03(7)
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7.7 An Offer shall be deemed to have been accepted by an Eligible Participant in respect of all Award Shares which are offered to such Eligible Participant (save in the case of paragraph 7.8 when acceptance of a lesser number of Award Shares is clearly stated in the duplicate letter comprising acceptance of the Offer) when the duplicate letter comprising acceptance of the Offer duly signed by the Eligible Participant, and (only for Offers for grants of Options) accompanied by a remittance in favour of the Company of HK$1.00 by way of consideration for the grant of the Options, is received by the secretary of the Company at the principal place of business of the Company in Hong Kong within 21 days from the Offer Date (or such longer or shorter period as the Board may specify in the letter of Offer). A remittance made pursuant to this paragraph 7.7 shall in no circumstances be refundable.
7.8 Any Offer may be accepted by an Eligible Participant in respect of less than the number of Award Shares which are offered provided that it is accepted in respect of a board lot for dealing in Shares on the Stock Exchange or an integral multiple thereof and such number is clearly stated in the duplicate letter comprising acceptance of the Offer duly signed by such Eligible Participant.
7.9 Upon an Offer being accepted by an Eligible Participant in whole or in part in accordance with paragraphs 7.7 or 7.8, Options or RSUs (as the case may be and as applicable) in respect of the number of Shares in respect of which the Offer was so accepted will be deemed to have been granted by the Company to such Eligible Participant on the Date of Grant. To the extent that the Offer is not accepted in the manner indicated in paragraphs 7.7 or 7.8, it will be deemed to have been irrevocably declined. If the Eligible Participant ceases to be eligible before the Offer is accepted, the Offer shall lapse and cease to be capable of acceptance.
7.10 No Offer shall be made which is capable of or open for acceptance such that an Award will be granted after the Termination Date.
7.11 An Award shall be personal to the Grantee and shall not be transferrable or assignable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or otherwise dispose of or create any security or adverse interest whatsoever in favour of any third party over or in relation to an Award or any interests or benefits pursuant to the Award, nor shall any Grantee enter or purport to enter into any agreement to do so. Any breach of the foregoing by any Grantee shall entitle the Company to cancel all or part of the Award thereof granted to such Grantee without compensation to the extent not already exercised (in the case of Options) or vested (in the case of RSUs), such cancellation shall be approved by the Board or the Committee.
7.12 No person shall have any contingent interest in any Share underlying any Award unless and until such person has duly accepted an Offer for an Award.
R17.03(8)
R17.03(17)
8 CLAWBACK MECHANISM
8.1 Notwithstanding the terms and conditions of the Scheme, the Board may provide in the Offer that any Award prior to it being vested in such Grantee in respect of all or a proportion of the Award Shares may be subject to clawback or a longer Vesting Period if any of the Clawback Events stated (as defined in paragraph 8.2) shall occur.
8.2 If any of the following events (a “Clawback Event”) shall occur during a Vesting Period:
8.2.1 the Grantee commits any Misconduct(s);
8.2.2 there being a material misstatement in the consolidated financial statements of the Company that requires a restatement; or
8.2.3 if an Award or the vesting of any Award is linked to any performance targets and the Board is of the opinion that there occur any circumstances that show or lead to any of the prescribed performance targets having been assessed or calculated in a materially inaccurate manner,
the Board may (but are not obliged to) by notice in writing to the Grantee concerned (a) claw back such number of Awards (to the extent not being vested) granted as the Board may consider appropriate; or (b) extend the Vesting Period (regardless of whether the initial Vesting Date has occurred) in relation to all or any of the Awards (to the extent not being vested) to such longer period as the Board may consider appropriate.
8.3 For the purpose of this Scheme, “Misconduct” shall mean, in respect of a Grantee, any of the following:
8.3.1 an act of fraud or dishonesty or serious misconduct, whether or not in connection with his employment or contractual engagement with any member of the Group and whether or not it has resulted in his employment or contractual engagement being terminated by the relevant member of the Group;
8.3.2 non-compliance with the terms of his employment contract or other contract with any member of the Group or disobedience of any orders or instructions given by any member of the Group, as the case may be;
8.3.3 where the Grantee has been declared bankrupt or adjudged to be bankrupt by a competent court or governmental body or has failed to pay his debts as they fall due within the meaning of the Bankruptcy Ordinance (Chapter 6 of the Laws of Hong Kong) or any other applicable laws, rules or regulations;
R17.03(19)
17
8.3.4 where the Grantee has become otherwise insolvent or has made any arrangements or compositions with his creditors generally or an administrator has taken possession of any of his assets;
8.3.5 where the Grantee has been convicted of any criminal offence involving his integrity or honesty;
8.3.6 where the Grantee has been convicted of or is being held liable for any offence under or any breach of the SFO or other securities laws or regulations in Hong Kong or any other applicable laws or regulations in force from time to time; or
8.3.7 where the Grantee has, in the sole opinion of the Board or the Committee, conducted himself in any manner whatsoever to the detriment of or prejudicial to the interests of any member of the Group.
9 VESTING OF AWARDS
9.1 The Board or the Committee may from time to time, in its absolute discretion, determine the Vesting Date upon which an Award (or part thereof) may be vested in the relevant Grantee in respect of all or a portion of the Options or RSUs (as the case may be and as applicable). The Vesting Period in respect of any Award shall not be less than twelve (12) months from the Date of Grant (or such other period as the Listing Rules may prescribe or permit), provided that for any Employee Participant, the Board or the Committee may in its absolute discretion determine a shorter Vesting Period under the following specific circumstances:
9.1.1 grants of ‘make-whole’ Awards to new Employee Participants to replace share awards or options which such Employee Participants forfeited when leaving their previous employers;
9.1.2 grants to an Employee Participant whose employment is terminated due to death or disability or any out-of-control event;
9.1.3 grants which are subject to the fulfilment of performance targets in lieu of time-based vesting criteria;
9.1.4 grants that are made in batches during a year for administrative or compliance requirements including Awards that should have been granted earlier but had to wait for a subsequent batch, in which case the Vesting Periods may be adjusted to reflect the time from which the Awards would have been granted;
9.1.5 grants with a mixed or accelerated vesting schedule such as where the Awards may vest evenly over a period of twelve months; and
R17.03(5)
R17.03(6)
R17.03F
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9.1.6 grants with a total vesting and holding period of more than twelve months.
9.2 Any grant of Awards to any Director or Chief Executive of the Company which is made on terms with a Vesting Period of less than twelve (12) months or without a performance target or without a clawback mechanism shall be reviewed by the Board or the Committee as to why the Vesting Period is appropriate and how the grant aligns with the purposes of this Scheme.
9.3 During the Vesting Period:
9.3.1 in respect of any performance targets as may be specified by the Board or the Committee in the Offer that must be fulfilled before the Award may be vested in the relevant Grantee, the Board or the Committee will conduct assessment at the end of such performance period as prescribed by the Board or the Committee, including the comparison of the performance of the Group and/or the individual performance of the Grantee with the pre-agreed targets, in order to determine whether the targets have been fulfilled and the extent to which such targets have been fulfilled;
9.3.2 if the Board or the Committee determines in its absolute discretion, that any conditions and/or performance target(s) to be duly fulfilled by the Grantee as specified in the relevant Offer has not been duly fulfilled, the Board or the Committee shall determine in its absolute discretion whether such Award shall vest and the period within which such Award shall vest, subject to the requirements of the Listing Rules;
9.3.3 if a general or partial offer, whether by way of takeover offer, share repurchase offer or scheme of arrangement or otherwise in like manner is made to all the Shareholders (or all Shareholders other than the offeror, any persons controlled by the offeror and any persons acting in concert with the offeror), and such offer becomes or is declared unconditional prior to the vesting of the Award, the Grantee shall be entitled to, subject to the direction of the Board or the Committee, be vested with all of the RSUs and/or Options (as the case may be and as applicable) at any time before the expiry of the period of ten (10) Business Days following the date on which the offer becomes or is declared unconditional, to the extent not already vested;
9.3.4 if a notice is given by the Company to the Shareholders to convene a general meeting for the purposes of considering and, if thought fit, approving a resolution to voluntarily wind-up the Company prior to the Vesting Date of any Award, the Board or the Committee shall determine in its absolute discretion whether such Award shall vest and the period within which such Award shall vest;
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9.3.5 where an Award is made to a Grantee of a Subsidiary and there is a change of ownership or control in such entity such that it is no longer a Subsidiary, the Board or the Committee shall determine in its absolute discretion whether such Award shall vest and the period within which such Award shall vest; or
9.3.6 if a Grantee’s employment or engagement with the Company or any other member of the Group is terminated by reason of retirement, death or disability, the Board or the Committee shall determine in its absolute discretion whether such Award shall vest and the period within which such Award shall vest.
9.4 As soon as practicable after the vesting conditions have been reached, fulfilled or satisfied and prior to the Vesting Date of an Award as set out in the relevant Offer, the Board or the Committee shall notify the Grantee in writing by notice (the “Vesting Notice”) in respect of the intended vesting of such number of RSUs and/or Options (as the case may be and as applicable). The Board or the Committee shall have the absolute discretion to determine whether and to what extent such vesting conditions or performance targets have been reached, fulfilled or satisfied and its decision shall, in the absence of manifest error, be final, conclusive and binding. The Vesting Notice shall state the number of Options and/or RSUs so vested, the number of underlying Shares and, if the Award comprise any Options, the Subscription Price of such Shares.
9.5 Upon the Grantee’s receipt of the Vesting Notice, the Award shall be satisfied as follows:
9.5.1 in respect of Options comprised in the Award, the Grantee may exercise the Option(s) at any time during the Option Period(s) by giving notice in writing (in a form prescribed by the Board) to the company secretary of the Company at the registered office of the Company in Hong Kong stating that the Option(s) is/are thereby exercised and the number of Shares in respect of which it is so exercised (which, except where the number of Shares in respect of which the Option(s) remains unexercised is less than one board lot or where the Option is exercised in full, must be for a board lot for dealings in Shares on the Stock Exchange or an integral multiple thereof). Each such notice must be accompanied by a remittance for the full amount of the Subscription Price for the Shares in respect of which the notice is given. Within 21 days after receipt of the notice (and, where appropriate, receipt of the certificate of the Auditors or the independent financial adviser to the Company pursuant to paragraph 14) and subject to the Company obtaining value for the payment of the Subscription Price in full, the Company shall accordingly allot the relevant number of Shares to the Grantee (or, as applicable, the Personal Representative or the estate of the Grantee), credited as fully paid and deliver to the Grantee (or, as applicable, the Personal Representative or the estate of the Grantee) a share certificate in respect thereof; and
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9.5.2 in respect of RSUs comprised in the Award, the Company shall procure that legal and beneficial ownership of the underlying Shares (or the net sale proceeds thereof) be transferred to the Grantee as soon as practicable after the receipt by the Company or the Trustee of the requisite information and documents stipulated by the Company or the Trustee for such purpose within the period stipulated by the Company or the Trustee.
10 LAPSE OF AWARDS
10.1 In the event that:
R17.03(12)
10.1.1 any Grantee is found to be an Excluded Participant or otherwise ceases to be an Eligible Participant (including the termination of his employment or contractual engagement with the Company or any other member of the Group for any reason, other than for reason as provided in paragraph 9.3.6);
10.1.2 any Grantee is concerned, during the course of his employment or contractual engagement with any member of the Group, without prior written consent of the Company, with any business which competes or is likely to compete with the business of any member of the Group; or
10.1.3 any Awards are claimed back pursuant to paragraph 8.2,
(each of these, an event of “Total Lapse”), all unvested Awards to such Grantee shall automatically lapse forthwith upon the determination by the Board or the Committee that such event has occurred, and such Grantee shall have no right or claim whatsoever against the Company, any other member of the Group, the Board or the Committee in respect of those unvested Awards, the Shares underlying such unvested Awards or any right thereto or interest therein in any way.
10.2 In the event that:
10.2.1 the vesting conditions are not, in the sole opinion of the Board or the Committee, satisfied in respect of the relevant part of the Award; or
10.2.2 a Grantee fails to, in the manner and within the period stipulated in the Scheme and/or the Vesting Notice (or such later date as stipulated in the Vesting Notice) exercise an Award (or part thereof);
(each an event of “Partial Lapse”), the relevant part of the Award to be vested shall automatically lapse forthwith upon the determination by the Board or the Committee that such event has occurred, and the corresponding portion of the Shares underlying such relevant part of the Award shall not vest on the relevant Vesting Date, and such Grantee shall have no right or claim whatsoever against the Company, any other member of the Group, the Board or the Committee in respect of such Award, the relevant Shares underlying such Award or any right thereto or interest therein in any way.
10.3 The Awards lapsed in accordance with this Scheme will not be regarded as utilized for the purpose of calculating the Scheme Mandate Limit. The Board or the Committee has the absolute discretion to determine whether, when and to what extent an event of Total Lapse or Partial Lapse has occurred, and its decision is final, conclusive and binding.
11 CANCELLATION OF AWARDS
R17.03(14)
11.1 Subject to Chapter 17 of the Listing Rules, the Board or the Committee may in its absolute discretion cancel all or such proportion of the Awards granted but unvested where it is necessary to comply with the laws in the jurisdictions in which the Grantee and/or the Company are subject to, or in order to comply with the requirements of any securities exchange, provided that:
(a) the Company or any other member of the Group may pay to the Grantee an amount equal to the fair value of the Award at the date of the cancellation as determined by the Board or the Committee after consultation with the Auditors or an independent financial adviser appointed by the Board or the Committee;
(b) the Company or any other member of the Group may provide to the Grantee a replacement Award (or a share option or RSU under any other share scheme) of equivalent value to the Award to be cancelled; and/or
(c) the Board or the Committee may make any arrangement as the Grantee may agree in order to compensate him for the cancellation of the Award.
11.2 Where the Company cancels any Awards and makes a new grant (whether under this Scheme or any other share scheme(s)) to the same Grantee, such new grant may only be made within the available Scheme Mandate Limit approved by the Shareholders. The Awards cancelled will be regarded as utilized for the purpose of calculating the Scheme Mandate Limit.
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12 SUBSCRIPTION PRICE IN RESPECT OF OPTIONS
Subject to adjustments made in a situation contemplated under paragraph 14 below, R17.03(9) the Subscription Price in respect of any Option shall be at the discretion of the Board, R17.03E provided that it shall not be less than the highest of:
(a) the closing price of a Share as shown in the daily quotations sheet of the Stock Exchange on the Date of Grant (which must be a Business Day) in respect of such Option; and
(b) the average of the closing prices of the Shares as shown in the daily quotations sheet of the Stock Exchange for the five Business Days immediately preceding the relevant Date of Grant in respect of such Option.
13 RIGHTS ATTACHED TO AWARDS AND SHARES UNDERLYING AWARDS
13.1 Unless otherwise approved and authorised by the Board or the Committee, the Grantee R17.03(10) shall not exercise any of the voting rights in respect of any Shares underlying any Award and shall not have any right whatsoever in any dividends and other distributions declared and made in respect of any such Shares or otherwise ("Other Distributions") unless and until the relevant Shares have been allotted and issued or transferred (as the case may be) to the Grantee in accordance with these rules of the Scheme and the applicable laws, rules and regulations. For the avoidance of doubt:
13.1.1 a Grantee does not have legal and beneficial ownership of any Shares underlying an Award unless and until such Award Shares have been allotted and issued or transferred (as the case may be) to such Grantee in accordance with these rules of the Scheme and the applicable laws, rules and regulations;
13.1.2 where a Trustee is appointed, no instruction may be given by a Grantee to the Trustee in respect of any Award Shares and/or Other Distributions and/or such other properties or assets of the trust.
13.2 Subject to paragraph 13.1, the Award Shares allotted and issued or transferred (as the case may be) to the Grantee after the vesting and/or exercise of an Award (as the case may be) in the Grantee shall be subject to all the provisions of the Articles for the time being in force and shall rank pari passu in all respects with, and shall have the same voting, dividend, transfer and other rights, including those arising on liquidation of the Company, as existing fully paid Shares in issue on the date on which the Shares are allotted, issued or transferred (as the case may be) to the Grantee after the vesting and/or exercise of the Award (as the case may be) and, without prejudice to the generality of the foregoing, shall entitle the holders of such Shares to participate in all Other Distributions paid or made on or after the date on which the Shares are so allotted and issued or transferred (as the case may be), other than any Other Distributions previously declared or recommended or resolved to be paid or made if the record date thereof shall be before the date of allotment and issuance or transfer (at the case may be) to the Grantee.
14 REORGANISATION OF CAPITAL STRUCTURE
14.1 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) whilst any Award granted remains exercisable or this Scheme remains in effect as a result of any capitalisation of profits or reserves, bonus issue, rights issue, open offer, consolidation or sub-division of Shares or reduction of share capital of the Company in accordance with legal requirements and requirements of the Stock Exchange, then, in any such case the number of Shares to which this Scheme or any Award(s) relates (insofar as it is/they are unexercised) and/or the Subscription Price thereunder and/or the relevant maximum limits determined under paragraph 6 may be adjusted in such manner as the Board may deem appropriate provided always that:
14.1.1 any such adjustment shall be made to give a Grantee the same proportion of the equity capital (rounded to the nearest whole share) of the Company as that to which that Grantee was previously entitled (as interpreted in accordance with the Supplementary Guidance);
14.1.2 if the Company conducts a share consolidation or subdivision, the maximum number of Shares that may be issued in respect of all Awards granted under this Scheme and options and awards granted under any other share scheme of the Company (including share option schemes, share award schemes and other share schemes) as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same, rounded to the nearest whole share;
14.1.3 any such adjustment shall be made on the basis that the aggregate Subscription Price payable by a Grantee in respect of such Option shall remain as nearly as possible the same (but shall not be greater than) as it was before such event; and
R17.03(13)
24
14.1.4 any adjustments as a result of a rights issue, open offer or capitalisation issue, shall be made in accordance with the acceptable adjustments set forth in the Supplementary Guidance and such other guidelines or supplementary guidance as may be issued by the Stock Exchange from time to time. The issue of securities as consideration in a transaction shall not be regarded as a circumstance requiring any such adjustments.
14.2 If any adjustments occur pursuant to paragraph 14.1 above (save where an adjustment arises by way of a capitalisation issue) the Board shall instruct the Auditors or an independent financial adviser to certify in writing that in their fair and reasonable opinion the adjustments proposed complies with Rule 17.03(13) of the Listing Rules (as amended from time to time) and the note thereto and the Supplementary Guidance.
14.3 If there has been any alteration in the capital structure of the Company as referred to in paragraph 14.1, the Company shall, upon receipt of a notice of exercise of Options from a Grantee, inform the Grantee of such alteration and shall either inform the Grantee of the adjustment to be made in accordance with the certificate of the Auditors or the independent financial adviser obtained by the Company for such purpose or, if no such certificate has yet been obtained, inform the Grantee of such fact and instruct the Auditors or the independent financial adviser as soon as practicable thereafter to issue a certificate in that regard in accordance with paragraph 14.2.
14.4 In giving any certificate under this paragraph 14, the Auditors or the independent financial adviser shall be deemed to be acting as experts and not as arbitrators and their certificate shall, in the absence of manifest error, be final, conclusive and binding on the Company and all persons who may be affected thereby.
15 DISPUTES
Any dispute arising in connection with any matter referred to in paragraph 14 shall be referred to the decision of the Auditors who shall act as experts and not as arbitrators and whose decision shall, in the absence of manifest error, be final, conclusive and binding on all persons who may be affected thereby. In the event that the Auditors refuse to act, the expert shall be appointed, upon the application of either party to the dispute, by the Hong Kong International Arbitration Centre in accordance with its rules.
16 ALTERATION OF THIS SCHEME
16.1 This Scheme may be altered in any respect by a resolution of the Board except that the provisions of this Scheme relating to matters set out in Rule 17.03 of the Listing Rules shall not be altered to the advantage of any Grantees or prospective Grantees except with the prior sanction of a resolution of the Company in a general meeting with the Eligible Participants and their Associates abstaining from voting.
R17.03(18)
16.2 Any alteration to the terms and conditions of this Scheme which are of a material nature shall be approved by the Shareholders in a general meeting.
16.3 Any alteration to the terms of the Award granted to a Grantee must be approved by the Board, the Remuneration Committee, the independent non-executive Directors and/or the Shareholders (as the case may be) if the initial grant of the Award was approved by the Board, the Remuneration Committee, the independent non-executive Directors and/or the Shareholders (as the case may be), except where the alterations take effect automatically under the existing terms of the Scheme.
16.4 The amended terms of this Scheme and all Awards shall continue to comply with the relevant requirements of the Listing Rules.
16.5 The Board shall be entitled to amend the terms of this Scheme so as to comply with the Listing Rules and any Supplementary Guidance or any future guidance or interpretation of the Listing Rules from time to time applicable to this Scheme, provided that such amendments are allowed by the Listing Rules and any Supplementary Guidance.
16.6 Any change to the authority of the Board of the administrators of the Scheme in relation to any alteration to the terms of this Scheme must be approved by the Shareholders in a general meeting.
17 TERMINATION
The Company by an ordinary resolution by the Shareholders in a general meeting or the Board may at any time terminate the operation of this Scheme before the expiry of the term of this Scheme as set out in paragraph 4 above and in such event no further Awards will be offered but in all other respects the provisions of this Scheme shall remain in force to the extent necessary to give effect to the exercise of any Awards granted prior thereto or otherwise as may be required in accordance with the provisions of this Scheme and any Awards granted prior to such termination shall continue to be valid and exercisable in accordance with this Scheme.
18 MISCELLANEOUS
18.1 This Scheme shall not form part of any contract of employment or engagement between the Company, a Subsidiary, or a Related Entity and any Eligible Participant and the rights and obligations of any Eligible Participant under the terms of his/her office or employment or engagement shall not be affected by his/her participation in this Scheme or any right which he may have to participate in it and this Scheme shall afford such an Eligible Participant no additional rights to compensation or damages in consequence of the termination of such office or employment or engagement for any reason.
18.2 This Scheme shall not confer on any person any legal or equitable rights (other than those constituting the Awards themselves) against the Company, a Subsidiary, or a Related Entity directly or indirectly or give rise to any cause of action at law or in equity against the Company, a Subsidiary, or a Related Entity.
18.3 The Company shall bear the costs of establishing and administering this Scheme, including any costs of the Auditors, the Trustee or the independent financial adviser to the Company in relation to the preparation of any certificate by them or providing any other services in relation to this Scheme.
18.4 Any notice or other communication between the Company and a Grantee may be given by sending the same by prepaid post or by personal delivery to, in the case of the Company, its principal place of business in Hong Kong and, in the case of the Grantee being an individual, his/her address in Hong Kong as notified to the Company from time to time or, if none or incorrect or out of date, his/her last place of employment or engagement with the Company, a Subsidiary, or a Related Entity.
18.5 Any notice or other communication if sent by the Grantee shall be irrevocable and shall not be effective until actually received by the Company.
18.6 Any notice or other communication if sent to the Grantee shall be deemed to be given or made:
18.6.1 one day after the date of posting, if sent by mail; and
18.6.2 when delivered, if delivered by hand.
18.7 A Grantee shall pay all tax and discharge all other liabilities to which he may become subject as a result of his participation in this Scheme or the exercise of any Award. The Company shall not be responsible for any failure by a Grantee to obtain any such consent or for any tax or other liability to which a Grantee may become subject as a result of his/her participation in this Scheme or the exercise of any Award. A Grantee shall, on demand, indemnify the Company fully against all claims and demands which may be made against the Company (whether alone or jointly with other party or parties) for or in respect of or in connection with any failure on the part of the Grantee to obtain any necessary consent referred to hereinabove or to pay tax or other liabilities referred to hereinabove and against all incidental costs and expenses which may be incurred or spent by the Company.
18.8 The Board shall have power from time to time to make or vary regulations for the administration and operation of this Scheme, provided that the same are not inconsistent with the other provisions of this Scheme.
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18.9 The Company shall disclose details of this Scheme as and when required by the relevant requirements of the Listing Rules.
18.10 By accepting an Offer, an Eligible Participant shall be deemed irrevocably to have waived any entitlement, by way of compensation for loss of office or otherwise howsoever, to any sum or other benefit to compensate him/her for loss of any rights under the Scheme.
18.11 This Scheme and all Awards granted hereunder shall be governed by and construed in accordance with the laws of Hong Kong.
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