Pharmaron Beijing Co., Ltd.
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Table of Contents
Clawback Mechanism 14
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expressions shall have the meaning respectively shown opposite to it:
“Actual Selling Price” is the actual price at which the Award Shares are sold (net of brokerage,
Stock Exchange trading fee, SFC transaction levy and any other applicable costs) on vesting of
an Award pursuant to the Scheme or in the case of a vesting when there is an event of change
in control or privatisation of the Company pursuant to Rule 9.1, the consideration receivable
under the related scheme or offer;
“Adoption Date” is the date on which the Shareholders and the Board approve this Scheme;
“Articles” is the articles of association of the Company as amended from time to time;
“associate” shall have the meaning as set out in the Listing Rules;
“Award” is an award granted by a Delegatee to a Selected Participant, pursuant to the Scheme,
which may vest in the form of Award Shares or the Actual Selling Price of the Award Shares in
cash, as such Delegatee may determine in accordance with the terms of the Scheme Rules. For
the avoidance of doubt, any award granted under this Scheme shall not involve the issuance or
grant of any options or other similar rights;
“Award Letter” shall have the meaning as set out in Rule 7.2;
“Award Period” is the period commencing on the Adoption Date, and ending on the Business
Day immediately prior to the 10th anniversary of the Adoption Date;
“Award Shares” is the H Shares granted to a Selected Participant in an Award;
“Board” is the board of directors of the Company (please also refer to Rule 1.2(i)), from time to
time;
“Business Day” is any day on which the Stock Exchange is open for the business of dealing in
securities;
“CCASS” is the Central Clearing and Settlement System, a securities settlement system used
within the Hong Kong Exchanges and Clearing Limited market system;
“Company” or “our Company” is Pharmaron Beijing Co., Ltd.;
“connected person” shall have the meaning as set out in the Listing Rules;
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“Delegatee” is the Management Committee, person(s) or board committee(s) to which the
Board has delegated its authority;
“Director(s)” is the director(s) of the Company, from time to time;
“Eligible Employee” shall have the meaning as set out in Rule 5.1; however, no individual who
is resident in a place where the grant, acceptance or vesting of an Award pursuant to the
Scheme is not permitted under the laws and regulations of such place or where, in the view of
the Board or the Delegatee, compliance with applicable laws and regulations in such place
makes it necessary or expedient to exclude such individual, shall be entitled to participate in the
Scheme and such individual shall therefore be excluded from the term Eligible Employee;
“Grant Date” is the date on which the grant of an Award is made to a Selected Participant;
“Group” is the Company and its subsidiaries from time to time, and the expression member of
the Group shall be construed accordingly;
“H Shares” is the overseas listed foreign shares with a nominal value of RMB1.00 each in the
share capital of the Company, which are listed on the Stock Exchange;
“HKSCC” is the Hong Kong Securities Clearing Company Limited;
“Hong Kong” is the Hong Kong Special Administrative Region of the People’s Republic of
China;
“Listing Rules” is the Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited;
“Management Committee” is the management committee of the Scheme to which the Board
has delegated its authority to administer the Scheme;
“on-market” is the acquisition of H Shares of the Company through one or more transactions
through the facilities of the Stock Exchange in accordance with the Listing Rules and any other
applicable laws and regulations;
“PRC” is the People’s Republic of China;
“Relevant Scheme(s)” has the meaning ascribed thereto under Rule 5.4(b);
“Remuneration and Appraisal Committee” is the remuneration and appraisal committee of the
Board;
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“Returned Shares” is such Award Shares that are not vested and/or are forfeited in accordance
with the terms of the Scheme, or such H Shares being deemed to be null, void and/or Returned
Shares under the Scheme Rules; which shall be treated as lapsed in accordance with the terms
of the Scheme;
“Scheme” or “this Scheme” is the 2026 H Share Award and Trust Scheme adopted by the
Company in accordance with these Scheme Rules on the Adoption Date, and as amended from
time to time;
“Scheme Mandate Limit” shall have the meaning as set out in Rule 10.1;
“Scheme Rules” is the rules set out herein relating to the Scheme as amended from time to
time;
“Selected Participant” is any Eligible Employee who, in accordance with Rule 5, is approved
for participation in this Scheme, and has been granted any Award under this Scheme;
“SFC” is the Securities and Futures Commission of Hong Kong;
“SFO” is the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong);
“Shareholder(s)” is the shareholder(s) of the Company;
“Stock Exchange” is The Stock Exchange of Hong Kong Limited;
“Subsidiary” or “Subsidiaries” is any subsidiary (as the term is defined in the Listing Rules) of
the Company;
“Taxes” shall have the meaning as set out in Rule 7.16;
“Trust” is, where a Trustee has been appointed, the trust constituted by the Trust Deed to
service the Scheme;
“Trust Deed” is, where a Trustee has been appointed, the trust deed entered into between the
Company and the Trustee (as may be restated, supplemented and amended from time to time);
“Trustee” is, if appointed, the trustee appointed by the Company from time to time for the
purpose of the Trust;
“Vesting Date” is the date or dates, as determined from time to time by the Board or the
Delegatee on which the Award (or part thereof) is to vest in the relevant Selected Participant as
set out in the relevant Award Letter pursuant to Rule 7.2, such date shall fall after the date
when the annual results announcement of the Company is published for any Vesting Period;
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“Vesting Notice” shall have the meaning as set out in Rule 7.12;
“Vesting Schedule” shall have the meaning as set out in Rule 7.4;
“Vesting Period” is the relevant period between when the Awards are granted and the period
when the relevant vesting conditions in connection to the Awards are fulfilled or waived (as the
case might be) and shall be set out in the Award Letter.
(a) references to Rules are to the rules of the Scheme Rules;
(b) references to times of the day are to Hong Kong time;
(c) references to any statutory body shall include the successor thereof and any body
established to replace or assume the function of the same;
(d) if a period of time is specified as from a given day, or from the day of an act or event, it
shall be calculated exclusive of that day;
(e) a reference to “include”, “includes” and “including” shall be deemed to be followed by
the words “without limitation”;
(f) a reference to “dollars” or to “$” shall be construed as a reference to the lawful currency
for the time being of Hong Kong;
(g) a reference, express or implied, to statutes, statutory provisions or the Listing Rules shall
be construed as references to those statutes, provisions or rules as respectively amended
or re-enacted or as their application is modified from time to time by other provisions
(whether before or after the date hereof) and shall include any statutes, provisions or rules
which are re-enacted (whether with or without modification) and shall include any orders,
regulations, instruments, subsidiary legislation, other subordinate legislation or practice
notes under the relevant statute, provision or rule;
(h) words importing the singular include the plural and vice versa, and words importing a
gender include every gender; and
(i) unless otherwise indicated, the Board can make determinations in its sole and absolute
discretion and if the Board delegates its authority to administer the Scheme to the
Delegatee, such Delegatee shall enjoy the same sole and absolute discretion.
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(a) to attract, motivate and retain skilled and experienced personnel to strive for the future
development and expansion of the Group by providing them with the opportunity to own
equity interests in the Company;
(b) to deepen the reform on the Company’s remuneration system and to develop and
constantly improve the interests balance mechanism among the Shareholders, the
Company, and employees (including Directors (except for independent non-executive
Directors) and senior management);
(c) to recognize the contributions of the leadership of the Company including the Directors
and long-standing employees of the Company;
(d) to encourage, motivate and retain the leadership of the Company and long-standing
employees whose contributions are beneficial to the continual operation, development and
long-term growth of the Group; and
(e) to provide additional incentive for the leadership of the Company and long-standing
employees by aligning the interests of the leadership of the Company to that of the
Shareholders and the Group as a whole.
The Scheme shall be valid and effective for the Award Period (i.e. for a term commencing on
the Adoption Date and ending on the Business Day immediately prior to the 10th anniversary
of the Adoption Date), and after which no further Awards will be granted, and thereafter for so
long as there are any non-vested Award Shares granted hereunder prior to the expiration of the
Scheme (including such date of early termination as determined by the Board subject to Rule
required in accordance with the provisions of the Scheme Rules.
(a) the general meeting of the Shareholders, as the institution vested with the supreme
authority of the Company, is responsible for approving the adoption of the Scheme. The
general meeting of the Shareholders may authorize the Board to deal with all matters
related to the Scheme to the extent of its authority;
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(b) the Board is the authorized governing institution in charge of the administration of the
Scheme in accordance with the Scheme Rules and where applicable, the Trust Deed.
deemed appropriate in the sole and absolute discretion of the Board, provided that nothing in
this Rule 4.2 shall prejudice the Board’s power to revoke such delegation at any time or
derogate from the discretion rested with the Board as contemplated in Rule 4.1(b).
Board has delegated to the Management Committee the authority to administer the Scheme,
including the power to grant an Award under the Scheme.
the Scheme Rules, shall be made by the Board or the Delegatee. The decision by the Board or
the Delegatee shall be final and binding.
may from time to time appoint one or more administrators, who may be independent
third-party contractors, to assist in the administration of the Scheme, to whom they, in their
sole and absolute discretion, may delegate such functions relating to the administration of the
Scheme as they may think fit. The duration of office, terms of reference and remuneration (if
any) of such administrator(s) shall be determined by the Board in its sole and absolute
discretion from time to time.
by applicable laws and regulations, the Board or the Delegatee may also from time to time
appoint one or more Trustees in respect of granting, administration or vesting of any Award
Shares. For the avoidance of doubt, the Company has the right but is not obligated to appoint a
Trustee.
Board or the Delegatee shall have the power from time to time to:
(a) construe and interpret the Scheme Rules and the terms of the Awards granted under the
Scheme;
(b) make or vary such arrangements, guidelines, procedures and/or regulations for the
administration, interpretation, implementation and operation of the Scheme, provided that
they are not inconsistent with the Scheme Rules;
(c) decide how the vesting of the Award Shares will be settled pursuant to Rule 7;
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(d) determine the basis of eligibility of any Eligible Employee for the grant of Awards from
time to time on the basis of their contribution to the development and growth of the Group
or such other factors deemed appropriate;
(e) grant Awards to those Eligible Employees whom it shall select from time to time;
(f) determine the terms and conditions of the Awards;
(g) establish, assess and administer performance targets in respect of the Scheme;
(h) approve the form and content of an Award Letter;
(i) adjust the number of outstanding Award Shares pursuant to Rule 9.5 or accelerate the
Vesting Dates of any Awards pursuant to Rule 7.4;
(j) where a Trustee has been appointed, transfer corresponding treasury H Shares out of
treasury and/or newly issued H Shares to the Trust upon such grant, or where no Trustee
has been appointed, arrange for the transfer of treasury H Shares and/or newly issued H
Shares directly to the Selected Participant upon vesting;
(k) exercise any authority as may be granted by the Shareholders from time to time;
(l) engage bank(s), accountant(s), lawyer(s), consultant(s) and other professional parties for
the purpose of the Scheme; and
(m) sign, execute, amend and terminate all documents relating to the Scheme, undertake all
procedures relevant to the Scheme and take such other steps or actions to give effect to
the terms and intent of the Scheme Rules.
other instrument executed by him/her, or on his/her behalf or for any mistake of judgment
made in good faith, for the purposes of the Scheme, and the Company shall indemnify and hold
harmless each member of the Board and any Delegatee in relation to the administration or
interpretation of the Scheme, 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 of
any act or omission to act in connection with the Scheme unless arising out of such person’s
own wilful default, fraud or bad faith.
disclosure regulations including those imposed by the Listing Rules and all applicable PRC
laws, regulations and rules.
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and the Trustee for the purpose of the Trust. Pursuant to the Trust Deed, the Trust shall be
constituted to service the Scheme whereby the Trustee shall assist with the administration of
the Scheme and shall, subject to the relevant provisions of the Trust Deed and upon the
instruction of the Company, acquire the underlying H Shares of the Scheme through transfer of
treasury H Shares by the Company to the Trust and/or through the issue of new H Shares by the
Company. Awards granted to the Selected Participants shall be held by the Trustee on trust for
the benefit of the Selected Participants, and the Trustee shall, for the purposes of vesting of the
Award and upon the instruction of the Board or the Delegatee, release from the Trust the
Award Shares to the Selected Participants or sell the number of Award Shares so vested
on-market at the prevailing market price and pay the Selected Participants the proceeds in cash
arising from such sale in accordance with Rule 7 and relevant provisions under the Trust Deed.
Where a Trustee has been appointed, the Trustee:
(a) shall only be obliged to transfer Award Shares to Selected Participants on vesting to the
extent that Award Shares are comprised in the Trust;
(b) may receive H Shares from the Company through the transfer of treasury H Shares and/or
through the issue of new H Shares by the Company to the Trust, and such H Shares may
be transferred to the Trustee at such price as might be approved by the Board or the
Delegatee. Such H Shares can only be transferred to the Trustee when being granted to
any Selected Participants; and
(c) may, at its election upon the Board or the Delegatee’s instruction, assign H Shares
acquired in any manner pursuant to this Rule 4 to a specific Award.
treasury H Shares and/or newly issued H Shares shall be utilized as Award Shares. The
Company will hold such H Shares in accordance with the Listing Rules and applicable PRC
laws and regulations. Upon vesting of Award Shares, the relevant H Shares shall be transferred
directly to the Selected Participant, upon which such Shares shall cease to be treasury H
Shares.
to give any instructions to HKSCC to vote at general meetings of the Company for the treasury
H Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw
the treasury H Shares from CCASS before the record date for the dividends or distributions, or
take any other appropriate measures to ensure that it will not exercise any shareholders’ rights
or receive any entitlements which would otherwise be suspended under applicable laws if those
H Shares were registered in its own name as treasury shares. The Company will adopt
appropriate measures to ensure that treasury H Shares and Award Shares will be segregated.
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the terms and conditions of the relevant Award Letter (and any other agreement between the
Company and the Eligible Employee), and the terms of the prevailing Scheme Rules.
Director (excluding any independent non-executive Director) of the Company and its
subsidiaries.
Employee to be a Selected Participant of this Scheme and, subject to Rule 5.4, grant an Award
to such Selected Participant during the Award Period conditional upon fulfilment of terms and
conditions of the Awards and performance targets as the Board or the Delegatee determines
from time to time. Allocation proposal and amount for Selected Participants shall be
determined based on the rank and job duty of the Selected Participant. Such allocation proposal
and amount shall be determined by the Board or the Delegatee from time to time.
Securities Law of the PRC and other applicable laws, regulations and regulatory documents
and the relevant provisions of the Articles, together with the Company’s actual circumstances,
including the present and expected contribution of the relevant Selected Participant to the
Group.
No one should be considered as a Selected Participant of the Scheme if he/she:
(a) has been publicly reprimanded or deemed as an inappropriate candidate for similar award
schemes or share incentive plans of a listed company by any securities regulatory bodies
with authority in the last 12 months;
(b) has been imposed with penalties or is banned from trading securities by securities
regulatory bodies due to material non-compliance with laws or regulations in the last 12
months;
(c) is in breach of relevant national laws and regulations or the Articles; or
(d) has caused losses to the Company during his/her term of service due to soliciting bribes,
corruption and theft, disclosure of the operation and technology secrets of the Company,
infringement of company interest through connected transactions and any acts which
cause damage to the reputation and image of the Company, which can be proven with
sufficient evidence by the Company.
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The Selected Participants shall undertake: if any of the above provisions occur during
implementation of the Scheme which would prevent him/her from being considered as a
Selected Participant, he/she shall give up his/her rights to participate in the Scheme and shall
not be given any compensation.
Rules and any applicable laws and regulations. In accordance with the Listing Rules:
(a) Any grant of Awards to a Director, chief executive or substantial Shareholder of the
Company, or any of their respective associates, must be approved by the independent
non-executive Directors;
(b) Where any grant of Awards to a Director (other than an independent non-executive
Director) or chief executive of the Company, or any of their associates would result in the
shares issued and to be issued in respect of all awards granted (excluding any options and
awards lapsed in accordance with the terms of this Scheme and any other schemes
involving issuance of new Shares or transfer of treasury Shares adopted and to be adopted
by the Company from time to time (together with the Scheme, the “Relevant
Scheme(s)”)) to such person in the 12-month period up to and including the date of such
grant, representing in aggregate over 0.1% (or such other threshold as provided for by the
Listing Rules from time to time) of the H Shares in issue (excluding any treasury H
Shares), such further grant of Awards must be approved by the Shareholders in general
meeting in the manner set out in the Listing Rules (including compliance with the content
requirement of the circular as required under the Listing Rules); and
(c) Where any grant of Awards to a substantial Shareholder of the Company, or any of their
respective associates, would result in the shares issued and to be issued in respect of all
options and awards granted (excluding any options and awards lapsed in accordance with
the terms of this Scheme and any other Relevant Scheme(s)) to such person in the
the H Shares in issue (excluding treasury H Shares), such further grant of Awards must be
approved by the Shareholders in general meeting in the manner set out in the Listing
Rules (including compliance with the content requirement of the circular as required
under the Listing Rules).
Any change to the terms of Awards granted to a Selected Participant must be approved by the
Board, the Remuneration and Appraisal Committee, the independent non-executive Directors
and/or the Shareholders (as the case may be) if the initial grant of such Awards under the
Scheme was approved by the Board, the Remuneration and Appraisal 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 2026 H Share
Award and Trust Scheme.
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Any relevant Selected Participant, his/her associates and all core connected persons of the
Company shall abstain from voting in favour of such resolutions at such general meeting.
Selected Participant may be made and no directions or recommendations shall be given to the
Trustee (where appointed) with respect to a grant of an Award under the circumstances below,
and any such grant so made or any such direction or recommendation so given shall be null and
void to the extent (and only to the extent) that it falls within the circumstances below, provided
that nothing in this provision shall prevent the grant of Award Shares conditional to the
approval and adoption of the Scheme by the Shareholders:
(a) in any circumstances where the requisite approval from any applicable regulatory
authorities or Shareholders has not been granted;
(b) in any circumstances that any member of the Group will be required under applicable
securities laws, rules or regulations to issue a prospectus or other offer documents in
respect of such Award or the Scheme, unless the Board or the Delegatee determines
otherwise;
(c) where such Award would result in a breach by any member of the Group or its Directors
of any applicable securities laws, rules or regulations in any jurisdiction;
(d) where such grant of Award would result in a breach of the Scheme Mandate Limit;
(e) after the expiry of the Award Period or after the earlier termination of this Scheme in
accordance with Rule 14;
(f) after any inside information (as defined under the SFO) in relation to the Company which
must be disclosed pursuant to Rule 13.09(2)(a) of the Listing Rules and the Inside
Information Provisions (as defined in the Listing Rules) under Part XIVA of the SFO has
come to the knowledge of the Company until (and including) the trading day after such
inside information has been publicly announced in accordance with the Listing Rules, the
SFO and/or the applicable laws, or where dealings by Directors are prohibited under any
code or requirement of the Listing Rules or any applicable laws, rules or regulations;
(g) during the period commencing 30 days immediately before the earlier of:
(i) the date of the board meeting (as such date is first notified to the Stock Exchange
under the Listing Rules) for approving the Company’s results for any year, half-year,
quarterly or any other interim period (whether or not required under the Listing
Rules); and
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(ii) 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; and
(h) during any period of delay in publishing a results announcement described in Rule 5.5(g).
including but not limited to those set forth in Rules 6.1 to 6.9 upon the approval in relation to
any grant of Award Shares by the Board or the Delegatee and prior to the execution of the
corresponding Award Letter, any directions or recommendations made by the Company to such
Selected Participant with respect to any of such grant of Award Shares in any form or by any
means shall be null and void, and no relevant Award Shares shall be granted to such Selected
Participant, unless the Board or the Delegatee determines otherwise in its sole and absolute
discretion.
Mechanism
position in the Group, or reemployment after retirement by the Company upon the execution of
a reemployment agreement, the outstanding Award Shares not yet vested shall continue to vest
in accordance with the vesting percentage of the Vesting Schedule set out in the Award Letter,
unless the Board or the Delegatee determines otherwise in its sole and absolute discretion.
However, if a Selected Participant has committed or there exists any of the following
circumstances:
(a) violation of laws, professional ethics or the leakage of confidential information of the
Company;
(b) causing damage to the interests or reputation of the Company due to failure to discharge
his/her duties or a willful misconduct;
(c) termination of his/her employment contract by the Company for any of the above reasons;
or
(d) material misstatement in the Company’s financial statements.
the Selected Participant shall return to the Company all interests in the Award Shares already
vested, and in the event of serious violation or damage, the Company reserves the right to bring
a claim against the Selected Participant for the damages suffered as a result of the reasons
above stated, any outstanding Award Shares not yet vested shall be immediately forfeited,
unless the Board or the Delegatee determines otherwise in its sole and absolute discretion.
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participating in the Scheme due to any of the reasons set forth in Rule 5.3 under which no one
should be considered as a Selected Participant, any outstanding Award Shares not yet vested
shall be immediately forfeited, unless the Board or the Delegatee determines otherwise in its
sole and absolute discretion.
due to resignation, expiration or termination of labor contract, employment or contractual
engagement by the Company for reasons such as redundancy, any outstanding Award Shares
not yet vested shall be immediately forfeited, unless the Board or the Delegatee determines
otherwise in its sole and absolute discretion.
reaching retirement age stipulated by law, subject to the provisions in Rule 6.1 above, any
outstanding Award Shares not yet vested shall be immediately forfeited, unless the Board or
the Delegatee determines otherwise in its sole and absolute discretion.
position that does not allow him/her to hold H Share Awards of the Company, or being
transferred to such a rank or position as a result of reorganization within the Group, any
outstanding Award Shares not yet vested shall be immediately forfeited, unless the Board or
the Delegatee determines otherwise in its sole and absolute discretion.
Selected Participant’s labor contract, employment or contractual engagement with the Group or
resignation due to incapacity resulting from work injury, any outstanding Award Shares not yet
vested shall continue to vest in accordance with the vesting percentage of the Vesting Schedule
set out in the Award Letter, or alternative vesting procedures as determined by the
Management Committee, unless the Board or the Delegatee determines otherwise in its sole
and absolute discretion.
Selected Participant’s labor contract, employment or contractual engagement with the Group or
resignation due to incapacity not resulting from work injury, any outstanding Award Shares not
yet vested shall be immediately forfeited, unless the Board or the Delegatee determines
otherwise in its sole and absolute discretion.
Participant due to work injury, any outstanding Award Shares not yet vested shall continue to
vest in accordance with the vesting percentage of the Vesting Schedule set out in the Award
Letter, or alternative vesting procedures as determined by the Management Committee, unless
the Board or the Delegatee determines otherwise in its sole and absolute discretion. The
individual performance target of such Selected Participant will no longer be included as vesting
conditions.
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Participant not due to work injury, on the date of the occurrence of such event, any outstanding
Award Shares not yet vested shall be immediately forfeited, unless the Board or the Delegatee
determines otherwise in its sole and absolute discretion.
in Rules 6.1 to 6.9, any outstanding Award Shares not yet vested shall be immediately forfeited,
unless the Board or the Delegatee determines otherwise in its sole and absolute discretion.
reaching the age of retirement stipulated by law or specified in his/her service agreement or
pursuant to any retirement policy of the Company applicable to him/her from time to time or,
in case there are no such terms of retirement applicable to the Selected Participant, with the
approval of the Board or the Delegatee.
date on which such Selected Participant ceases to be an Eligible Employee and any
amendments to the terms and conditions of the Award with respect to such Selected Participant
(including the number of Award Shares to which such Selected Participant is entitled).
determine such granting and vesting criteria, conditions, schedule and/or period for the Award
to be granted and/or vested hereunder while the Scheme is in force and subject to all applicable
laws, rules and regulations. The H Shares for Awards shall be sourced from a combination of
treasury H Shares repurchased and new H Shares that may be issued by the Company from
time to time, provided that the issuance of new H Shares shall comply with the requirements of
the Articles and no new H Shares may be issued under this Scheme within 12 months of the
issuance of any H Shares either by way of placing or subscription.
Delegatee may from time to time determine, specifying the Grant Date, the manner of
acceptance of the Award, the value of the Award and/or number of Award Shares underlying
the Award (with the basis on which the number of Award Shares underlying the Award is
arrived at), the vesting criteria and conditions, the Vesting Period and the Vesting Schedule,
and such other details, terms and conditions as they may consider necessary and in compliance
with this Scheme (an “Award Letter”). As soon as practicable after the grant of any Award to
a Selected Participant, where a Trustee has been appointed, the Company shall provide a fully
executed copy of the Award Letter to the Trustee.
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bear or pay any price or fee for the acceptance of the Award or any purchase price for the
Award Shares.
as described in Rules 7.5 and 7.6 below, all Awards under this Scheme shall be vested in
accordance with such vesting schedule (the “Vesting Schedule”) as provided in the Award
Letter. Upon being vested to a Selected Participant, the Award Shares will rank pari passu in all
respects with the fully paid H Shares in issue (excluding treasury H Shares) on the Vesting
Date. The actual vesting amount of the Award granted to a Selected Participant for the
respective Vesting Schedule after each Vesting Period shall be specified in the Award Letter
approved by the Board or the Delegatee. Notwithstanding the provisions in Rule 9, the vesting
period of Awards shall not be less than 12 months, provided that the Board or the Delegatee
may, in its sole and absolute discretion, determine a shorter or no vesting period in any of the
following circumstances:
(a) Grants of “make-whole” share awards to new joiners to replace the share awards they
forfeited when leaving the previous employers;
(b) Grants to a participant whose employment is terminated due to death or disability or
occurrence of any out of control event. In those circumstances the vesting of share awards
may accelerate;
(c) Grants of awards with performance-based vesting conditions provided in the scheme
document, in lieu of time-based vesting criteria;
(d) Grants that are made in batches during a year for administrative and compliance reasons.
They may include share awards that should have been granted earlier but had to wait for a
subsequent batch. In such cases, the vesting periods may be shorter to reflect the time
from which an award would have been granted;
(e) Grants of awards with a mixed or accelerated vesting schedule such as where the awards
may vest evenly over a period of 12 months;
(f) Grants of awards with a total vesting and holding period of more than 12 months; and
(g) Grants of awards as replacement or in exchange for awards which were previously
granted under any Relevant Scheme(s) and are replaced by the grant of a new Award
under this Scheme.
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targets, and any other applicable vesting conditions as set out in the Award Letter. Each Award
Letter will specify the performance targets that a Selected Participant is required to achieve
before an Award can be vested under the terms of this Scheme. Nevertheless, the Board or the
Delegatee may impose performance targets on a case-by-case basis to ensure the vesting of
Awards would be beneficial to the Group, general factors to be taken into account include but
are not limited to:
(a) any measurable performance benchmark which the Board or the Delegatee considers
relevant to the Selected Participant, such as the work performance of the Selected
Participant and contributions made by the Selected Participant to the Group, assessed by
reference to the grade attained by the relevant Selected Participant in his/her annual
performance review, under which employees are graded on a four-tier scale from A to D
(Grade A: exceeds expectation, Grade B: meets expectation, Grade C: average, and Grade
D: fail);
(b) the overall development and operation of the Group, with performance targets specified
by the Management Committee with reference to the Group’s actual operating status,
including but not limited to the Group’s annual financial performance; and
(c) any other performance targets as the Board or the Delegatee considers appropriate.
performance target (including the individual having satisfactorily passed or achieved specific
grades in their annual performance assessment), the details of which shall be determined by the
Board or the Delegatee from time to time with reference to the business performance and
financial condition of the Company and the then market conditions and set out in the Award
Letter.
Award Shares, unless otherwise determined by the Board or the Delegatee in its sole and
absolute discretion, all Award Shares which may otherwise be vested during the relevant
Vesting Period shall lapse immediately and shall be held (where a Trustee has been appointed)
by the Trustee as Returned Shares, or (where no Trustee has been appointed) treated as
Returned Shares in accordance with the Scheme Rules. For the avoidance of doubt, the Award
Shares that lapse in accordance with this Rule shall not be regarded as utilized for the purpose
of calculating the Scheme Mandate Limit and the Selected Participant shall not be entitled to
any compensation.
non-cash dividends), unless the Board or the Delegatee determines otherwise in its sole and
absolute discretion.
- 18 -
suspension in the H Shares, be the Business Day immediately thereafter.
grant of the Scheme or the Awards to be satisfied by the application of any Returned Shares
shall be determined by the Board or the Delegatee in its sole and absolute discretion, but in any
event the Grant Date shall not extend beyond the then remaining term of the Award Period at
the time of grant.
either:
(a) where a Trustee has been appointed, direct and procure the Trustee to release from the
Trust the Award Shares to the Selected Participants by transferring the number of Award
Shares to the Selected Participants in such manner as determined by them from time to
time; or
(b) where no Trustee has been appointed, arrange for the transfer of the Award Shares
(whether treasury H Shares or newly issued H Shares) directly to the Selected Participant
upon vesting; or
(c) to the extent that, at the determination of the Board or the Delegatee, it is not practicable
for the Selected Participant to receive the Award in H Shares solely due to legal or
regulatory restrictions with respect to the Selected Participant’s ability to receive the
Award in H Shares or (where a Trustee has been appointed) the Trustee’s ability to give
effect to any such transfer to the Selected Participant, the Board or the Delegatee will
direct the relevant parties to sell, on-market at the prevailing market price, the number of
Award Shares so vested in respect of the Selected Participant and pay the Selected
Participant the proceeds in cash arising from such sale based on the Actual Selling Price
of such Award Shares as set out in the Vesting Notice.
a reasonable time period agreed between the Company (and where a Trustee has been
appointed, the Trustee) and the Board or the Delegatee from time to time prior to any Vesting
Date, the Board or the Delegatee shall send to the relevant Selected Participant a vesting notice
(the “Vesting Notice”). The Board or the Delegatee shall, where applicable, forward a copy of
the Vesting Notice to the Trustee and instruct accordingly the extent to which the Award
Shares shall be transferred and released to the Selected Participant in the manner as determined
by the Board or the Delegatee, or be sold as soon as practicable from the Vesting Date.
- 19 -
the instructions from the Board or the Delegatee, the relevant Award Shares shall be transferred
and released to the relevant Selected Participant (whether through the Trustee where one has
been appointed, or directly by the Company where no Trustee has been appointed) in the
manner as determined by the Board or the Delegatee, or the relevant Award Shares shall be
sold within any time stipulated in Rule 7.12 above and the Actual Selling Price paid to the
Selected Participant within a reasonable time period in satisfaction of the Award.
through on-market transactions or other direct costs and expenses for the purposes of vesting
and transfer of the Award Shares to or for the benefit of the Selected Participants shall be borne
by the Company. Any duty or other direct costs and expenses arising from the sale of the
Award Shares due to the vesting shall be borne by the Selected Participant.
transfer of the Award Shares to the Selected Participant (as the case may be) shall be borne by
the Selected Participant and neither the Company nor the Trustee (where applicable) shall be
liable for any such costs and expenses thereafter.
taxes (including personal income taxes, professional taxes, salary taxes and similar taxes, as
applicable), duties, social security contributions, impositions, charges and other levies arising
out of or in connection with the Selected Participant’s participation in the Scheme or in relation
to the Award Shares or cash amount of equivalent value of the Award Shares (the “Taxes”)
shall be borne by the Selected Participant and neither the Company nor the Trustee (where
applicable) shall be liable for any Taxes. The Selected Participant will indemnify the Trustee
(where applicable) and all members of the Group against any liability each of them may have
to pay or account for such Taxes, including any withholding liability in connection with any
Taxes. To give effect to this, the Trustee (where applicable) or any member of the Group may,
notwithstanding anything else in these Scheme Rules (but subject to applicable law):
(a) reduce or withhold the number of Selected Participant’s Award Shares underlying the
Award (the number of Award Shares underlying the Award that may be reduced or
withheld shall be limited to the number of Award Shares that have a fair market value on
the date of withholding that, in the reasonable opinion of the Company is sufficient to
cover any such liability);
(b) sell, on the Selected Participant’s behalf, such number of H Shares to which the Selected
Participant becomes entitled under the Scheme and retain the proceeds and/or pay them to
the relevant authorities or government agency;
- 20 -
(c) deduct or withhold, without notice to the Selected Participant, the amount of any such
liability from any payment to the Selected Participant made under the Scheme or from
any payments due from a member of the Group to the Selected Participant, including
from the salary payable to the Selected Participant by any member of the Group; and/or
(d) require the Selected Participant to remit to any member of the Group, in the form of cash
or a certified or bank cashier’s check, an amount sufficient to satisfy any Taxes or other
amounts required by any governmental authority to be withheld and paid over to such
authority by any member of the Group on account of the Selected Participant or to
otherwise make alternative arrangements satisfactory to the Company for the payment of
such amounts.
The Trustee (where applicable) or the Company shall not be obliged to transfer any Award
Shares (or pay the Actual Selling Price of such Award Shares in cash) to a Selected Participant
unless and until the Selected Participant satisfies the relevant party and the Company that such
Selected Participant’s obligations under this Rule have been met.
(a) Subject to the circumstances set out in Rule 7.16, any Award Shares vested shall not be
assignable or transferable for 6 months beginning from the Vesting Date of that part of
the Award Shares; provided, however, that the Board or the Delegatee may, in its sole and
absolute discretion, permit the early release of such restriction in respect of all or any part
of the relevant Award Shares prior to the expiry of such 6-month period;
(b) Any Award granted hereunder but not yet vested shall be personal to the Selected
Participant to whom it is made and shall not be assignable or transferable and no Selected
Participant shall in any way sell, transfer, charge, mortgage, encumber or create any
interest in favour of any other person over or in relation to any Award, or enter any
agreement to do so;
(c) Any actual or purported breach of Rules 7.17(a) and 7.17(b) shall entitle the Company to
forfeit any outstanding unvested Award or part thereof granted to such Selected
Participant. For this purpose, a determination from such person(s) delegated with this
function by the Board, to the effect that the Selected Participant has or has not breached
any of the foregoing shall be final and conclusive as to such Selected Participant;
Returned Shares upon the earliest of the following:
(a) the date on which the relevant Selected Participant ceases to be an Eligible Employee in
the circumstances set out in Rules 6.2, 6.3, 6.4, 6.5, 6.7, 6.9 or 6.10 of the Scheme, unless
the Board or the Delegatee determines otherwise in its sole and absolute discretion;
- 21 -
(b) the date on which the relevant Selected Participant fails to satisfy the vesting conditions
(including any applicable performance targets) attaching to the relevant Award Shares as
set out in the Award Letter in accordance with Rule 7.7 of the Scheme, unless the Board
or the Delegatee determines otherwise in its sole and absolute discretion;
(c) the date on which the Company forfeits the relevant Award pursuant to Rule 7.17(c) of
the Scheme;
(d) a Selected Participant shall have no rights in the balance of the fractional shares arising
out of consolidation of H Shares (if any) and such H Shares shall be deemed as Returned
Shares for the purposes of the Scheme and shall therefore be treated as lapsed in
accordance with the terms of the Scheme; or
(e) in the event a Selected Participant ceases to be an Eligible Employee on or prior to the
relevant Vesting Date and the Award in respect of the relevant Vesting Date shall lapse or
be forfeited pursuant to Rules 12.2 and 14.3 of the Scheme, such Award shall not vest on
the relevant Vesting Date and the Selected Participant shall have no claims against the
Company or the Trustee (where applicable), unless the Board or the Delegatee determines
otherwise in its sole and absolute discretion.
For the avoidance of doubt, Award Shares that lapse in the circumstances set out above shall be
treated as Returned Shares and, in accordance with Rule 7.7 of the Scheme, shall not be
regarded as utilized for the purpose of calculating the Scheme Mandate Limit.
(a) For the avoidance of doubt, a Selected Participant shall have only a contingent interest in
the Award subject to the vesting of such Award in accordance with Rules 7 and 9;
(b) Where a Trustee has been appointed, no instructions may be given by a Selected
Participant to the Trustee in respect of the Award or any other property of the Trust and
the Trustee shall not follow instructions given by a Selected Participant to the Trustee in
respect of the Award or any other property of the Trust;
(c) Neither the Selected Participant nor the Trustee (where applicable) may exercise any
Shareholder’s rights attached to any H Shares held by the Trustee under the Trust
(including any Award Shares that have not yet vested), unless the Board or the Delegatee
determines otherwise in its sole and absolute discretion;
- 22 -
deemed to have made the restrictive covenants set forth in this Rule 8 to and for the benefit of
the Group.
an employee, Director, Shareholder or otherwise interested in the Group (save in so far as is
reasonably necessary to fulfill his/her duties to the Group) or at any time thereafter, directly or
indirectly use or disclose or communicate to any person any information concerning the affairs,
business methods, processes, systems, inventions, plans or research and development of the
Group or those of its customers, clients or suppliers and which may be reasonably regarded as
being confidential to the Group or to such persons (other than information which he/she is
required to disclose by law or which is for the relevant time being in the public domain other
than by reason of wrongful disclosure of the same by him/her) and will use his/her best
endeavours to prevent the publication or disclosure of any such information by any third party.
written approval of the Company, be directly or indirectly concerned with or engaged or
interested in any other business which is in any respect in competition with or similar to the
business of the Group during his/her employment with the Group.
Company or any other member within the Group, he/she will devote his/her full time and
attention to the business of the Group and will use his/her best endeavours to develop the
business and interests of the Group and will not be concerned with any other (competitive or
other) business.
post-employment obligations as set out in his/her employment agreement and proprietary
information and inventions agreement entered into with the Company.
Change in control
the Company by way of a scheme or by way of an offer, change of actual control of the
Company involving reorganization of major assets, the Company no longer exists after merger
with another company, division of the Company, or resolution of the general meeting of the
Shareholders to replace half of all members of the Board before the expiry of the term of office
of the Board, the Board shall in its sole and absolute discretion determine whether this
- 23 -
Scheme shall be terminated within 5 trading days upon the change in control of the Company,
and whether (i) any granted but unvested and/or, (ii) granted and vested but unissued Award
shall be treated in accordance with Rule 14.2(b).
For the purpose of Rule 9.1, “control” shall have the meaning as specified in The Codes on
Takeovers and Mergers and Share Buy-backs issued by the SFC from time to time.
Open offer and rights issue
applicable) shall not subscribe for any new H Shares. In the event of a rights issue, the Trustee
(where applicable) shall not acquire any H Shares via the nil-paid rights allotted to it.
Bonus warrants
the Trustee (where applicable), the Trustee shall not subscribe for any new H Shares by
exercising any of the subscription rights attached to the bonus warrants, and shall sell the bonus
warrants created and granted to it, and the net proceeds of sale of such bonus warrants shall be
held as funds of the Trust.
Scrip dividend
shall not elect to receive the scrip H Shares.
Consolidation, sub-division, capitalization issue and other adjustments
open offer (with price dilutive elements) or reduction of the H Shares, corresponding changes
will be made to the number of outstanding Award Shares that have been granted provided that
the adjustments shall be made in such manner as the Board or the Delegatee determines to be
fair and reasonable in order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Scheme for the Selected Participants. All
fractional shares (if any) arising out of such consolidation or sub-division in respect of the
Award Shares of a Selected Participant shall be deemed as Returned Shares and shall not be
transferred to the relevant Selected Participant on the relevant Vesting Date.
H Shares by way of capitalization issue (including capitalization of profits or reserves
(including share premium account)), the H Shares attributable to any Award Shares held by the
Company or the Trustee (where applicable) shall be deemed to be an accretion to such Award
Shares and shall be held by the Trustee as if they were Award Shares purchased by the Trustee
- 24 -
hereunder and all the provisions hereof in relation to the original Award Shares shall apply to
such additional Shares.
provision, the method of adjustment of the number of outstanding Award Shares is set out as
below:
(a) Capitalization issue or bonus issue
Q = Q0 × (1 + n)
Where: “Q0” represents the number of Award Shares before the adjustment; “n”
represents the ratio per Share resulting from the capitalization issue or bonus issue; “Q”
represents the number of Award Shares after the adjustment.
(b) Consolidation of Shares or share subdivision or reduction of the share capital
Q = Q0 × n
Where: “Q0” represents the number of Award Shares before the adjustment; “n”
represents the ratio of share consolidation or share subdivision or reduction of share
capital; “Q” represents the number of Award Shares after the adjustment.
(c) Rights issue or open offer (with price dilutive elements)
Q = Q0 × P1 × (1 + n) ÷ (P1 + P2 × n)
Where: “Q0” represents the number of Award Shares before the adjustment; “P1”
represents the closing price of the Shares as at the record date; “P2” represents the
subscription price of the rights issue or open offer (with price dilutive elements); “n”
represents the ratio of the rights issue or open offer (with price dilutive elements)
allotment; “Q” represents the number of Award Shares after the adjustment.
The adjustments set out under Rules 9.5 to 9.7 and as required under Rule 17.03(13) of
the Listing Rules must give a participant the same proportion of the equity capital,
rounded to the nearest whole share, as that to which that person was previously entitled,
but no such adjustments may be made to the extent that a share would be issued at less
than its nominal value (if any). The issue of securities as consideration in a transaction
may not be regarded as a circumstance requiring adjustment. In respect of any such
adjustments, other than any made on a capitalization issue, an independent financial
adviser or the Company’s auditors must confirm to the directors in writing that the
adjustments satisfy the requirements set out in the relevant provisions.
- 25 -
referred to in the Scheme Rules in respect of the H Shares held upon Trust (where applicable),
the Trustee (where applicable) shall sell the assets received by way of such distribution and the
net sale proceeds thereof shall be deemed as cash income of an H Share held upon the Trust.
Voluntary winding-up
Company (other than for the purposes of a reconstruction, amalgamation or scheme of
arrangement), the Board or the Delegatee shall in its sole and absolute discretion determine
whether the Vesting Dates of any Awards will be accelerated (subject to Rule 7.4 of this
Scheme) and whether the Selected Participant will be entitled to receive out of the assets
available in liquidation on an equal basis with the Shareholders such sum as they would have
received in respect of the Awards.
Compromise or arrangement
proposed in connection with a scheme for the reconstruction of the Company or its
amalgamation with any other company or companies and a notice is given by the Company to
its Shareholders to convene a general meeting to consider and if thought fit approve such
compromise or arrangement and such Shareholders’ approval is obtained, the Board or the
Delegatee shall in its sole and absolute discretion determine whether the Vesting Dates of any
Awards will be accelerated (subject to Rule 7.4 of this Scheme).
institution controlled by him/her (such as a trust or a private company) after vesting on the
Vesting Date, the Selected Participant shall have no interest or rights (including the right to
vote, receive dividends, or other rights such as any rights arising on a liquidation of the
Company) in the Award Shares granted hereunder; Shareholder’s rights attached to any H
Shares held by the Trustee (where applicable) under the Trust (including any Award Shares
that have not yet vested) shall be governed by the Articles and/or any applicable laws, rules and
regulations.
(whether through the issue of new H Shares or transfer of treasury H Shares) shall not exceed
Adoption Date (the “Scheme Mandate Limit”), provided that the Board or the Delegatee may
adjust such Scheme Mandate Limit as a result of any alteration in share capital conducted by
the Company as permitted under the Listing Rules (provided that the maximum number of
shares that may be issued in respect of all options and awards to be granted under all
- 26 -
Relevant Schemes of the Company 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). In any event, unless a higher threshold is permissible under the
Listing Rules or any other applicable laws and regulations, the maximum number involving
issuance of new H Shares or transfer of treasury H Shares under the scheme limit of all
Relevant Scheme(s) shall not exceed 10% of the total number of issued H Shares of the
Company (excluding the number of treasury H Shares in issue). For the avoidance of doubt,
Returned Shares will not be regarded as utilized for the purpose of calculating (i) the Scheme
Mandate Limit, and (ii) the aggregate number of H Shares underlying all grants made pursuant
to the Scheme.
Scheme(s) in the 12-month period up to and including the date of such grant shall not exceed
Shares in issue); for the purpose of calculating the total number of non-vested Award Shares
under this Rule 10.2, Awards lapsed in accordance with the terms of this Scheme and any other
Relevant Scheme(s) from time to time shall be excluded.
general meeting every three years from the date of the Shareholders’ approval for the adoption
of this provision or last refreshment (whichever is later), provided that:
(a) the Scheme Mandate Limit so refreshed shall not exceed 10% (or such other percentage
as may from time to time be specified by the Stock Exchange) of the total number of
issued H Shares (excluding the number of treasury Shares in issue) as at the date of such
Shareholders’ approval of the refreshment of the Scheme Mandate Limit; and
(b) a circular regarding the proposed refreshment of the Scheme Mandate Limit has been
despatched to the Shareholders in a manner complying with, and containing the matters
specified in, the relevant provisions of Chapter 17 of the Listing Rules.
within three years from the date of the Shareholders’ approval for the adoption of this provision
or last refreshment (whichever is later) must be approved by the Shareholders in general
meeting subject to the following provisions:
(a) any controlling Shareholders and their associates (or where there is no controlling
Shareholder, directors (excluding independent non-executive Directors) and the chief
executive of the Company and their respective associates) must abstain from voting in
favour of the relevant resolution at the general meeting;
(b) the Company must comply with the requirements under Rules 13.39(6) and (7), 13.40,
- 27 -
(c) the foregoing requirements do not apply if the refreshment is made immediately after an
issue of Shares by the Company to its Shareholders on a pro rata basis as set out in Rule
(as a percentage of the Shares in issue) upon refreshment is the same as the unused part of
the Scheme Mandate Limit immediately before the issue of the Shares, rounded to the
nearest whole Share.
not vested or been forfeited.
to a Selected Participant, and makes a new Grant to the same Selected Participant, such new
Grant may only be made under a scheme with available scheme mandate limit approved by the
Shareholders as referred to in Rule 17.03B or Rule 17.03C of the Listing Rules. The Awards
cancelled will be regarded as utilized for the purpose of calculating the Scheme Mandate Limit.
Awards in accordance with the provisions hereof for the purpose of the Scheme. Where no
Trustee has been appointed, any Returned Shares shall be held by the Company and applied
towards future Awards in accordance with the Scheme Rules. When H Shares have been
deemed to be Returned Shares under the Scheme Rules, the Trustee (where applicable) shall
notify the Company accordingly.
Award to any Selected Participant lapses for any reason, any outstanding Award Shares not yet
vested shall be immediately forfeited and continue to be held as Returned Shares by the Trustee
(where applicable) or the Company (where no Trustee has been appointed).
the terms and conditions of this Scheme that are of a material nature or any alteration to the
authority of the Board to alter the terms of this Scheme or any alteration to the specific terms of
this Scheme which relate to the matters set out in Rule 17.03 of the Listing Rules to the
advantage of a Selected Participant or a proposed Selected Participant must be approved by the
Shareholders in general meeting (with the Selected Participant or proposed Selected Participant
and their associates abstaining from voting). The Board’s determination as to whether any
proposed alteration to the terms and conditions of this Scheme is material shall
- 28 -
be conclusive. The amended terms of this Scheme or the Awards shall still comply with the
relevant requirements of Chapter 17 of the Listing Rules.
Board or the Delegatee to reflect any amendments to the relevant Listing Rules made by the
Stock Exchange after the date of adoption of this Scheme to comply with the relevant
provisions of the Listing Rules which this Scheme has been drafted to reflect the position as at
the date of adoption of this Scheme.
(a) the end of the Award Period pursuant to Rule 3, except in respect of any non-vested
Award Shares granted hereunder prior to the expiration of the Scheme, for the purpose of
giving effect to the vesting of such Award Shares or otherwise as may be required in
accordance with the provisions of the Scheme; or
(b) such date of early termination as determined by the Board.
(a) No further Award Shares shall be granted under the Scheme; and
(b) Any outstanding Award Shares that have been (i) granted but not yet vested or (ii) granted
and vested but unissued as at the date of such early termination shall, unless the Board or
the Delegatee determines otherwise in its sole and absolute discretion, continue to vest in
accordance with the Vesting Schedule and subject to the vesting conditions set out in the
relevant Award Letter, and the Scheme shall continue to operate for so long as is
necessary to give effect to the vesting of such Award Shares or otherwise as may be
required in accordance with the provisions of the Scheme Rules.
be) of the last outstanding Award made under the Scheme, the Trustee (where applicable) shall
sell all the H Shares remaining in the Trust within a reasonable time period as agreed between
the Trustee and the Company upon receiving notice of the settlement, lapse, forfeiture or
cancellation (as the case may be) of such last outstanding Award (or such longer period as the
Company may otherwise determine), and remit all cash and net proceeds of such sale referred
to in this Rule 14.3 and other funds remaining in the Trust (after making appropriate deductions
in respect of all disposal costs, expenses and other existing and future liabilities in accordance
with the Trust Deed) to the Company. Where no Trustee has been appointed, the Company
shall deal with any remaining H Shares in accordance with the applicable provisions of the
Listing Rules and applicable PRC laws and regulations.
- 29 -
Subsidiary and any Eligible Employee, and the rights and obligations of any Eligible Employee
under the terms of his/her office or employment shall not be affected by his/her participation in
the Scheme or any right which he/she may have to participate in it and the Scheme shall afford
such Eligible Employee no additional rights to compensation or damages in consequence of the
termination of such office or employment for any reason.
the avoidance of doubt, costs arising from communication as referred to in Rule 15.3, expenses
incurred in connection with the acquisition of H Shares for the purposes of the Scheme and
stamp duty incurred according to Rule 7.14 and normal registration fee (i.e. not being fee
chargeable by the share registrar of any express service of registration) in respect of the transfer
of the Award Shares to Selected Participants on the relevant Vesting Date. For the avoidance of
doubt, the Company shall not be liable for any Tax or expenses of such other nature payable on
the part of any Eligible Employee in respect of any sale, purchase, vesting or transfer of H
Shares (or cash amount of equivalent value being paid), other than for any withholding tax
liability of the Company or any member of the Group under applicable laws.
given by sending the same by prepaid post or by personal delivery to, in the case of the
Company, its registered office in Hong Kong or the PRC or such other address as notified to
the Eligible Employee from time to time and in the case of an Eligible Employee, his/her
address as notified to the Company from time to time. In addition, any notice (including the
Vesting Notice) or other communication from the Company to any Eligible Employee or
Selected Participant may be given by any electronic means through the Trustee (where
applicable), as the Board or the Delegatee considers appropriate.
hours after the same was put in the post. Any notice or other communication served by
electronic means shall be deemed to have been received on the day following that on which it
was sent.
consent or approval required for such Eligible Employee to participate in the Scheme as a
Selected Participant or for any Tax, expenses, fees or any other liability to which an Eligible
Employee may become subject as a result of participation in the Scheme.
- 30 -
enforceable as such in the event of any provision or provisions being or becoming
unenforceable in whole or in part. To the extent that any provision or provisions are
unenforceable they shall be deemed to be deleted from these Scheme Rules, and any such
deletion shall not affect the enforceability of the Scheme Rules as remain not so deleted.
equitable rights (other than those constituting and attaching to the Award Shares themselves)
against the Group directly or indirectly or give rise to any cause of action at law or in equity
against the Group. No person shall, under any circumstances, hold the Board or the Delegatee
and/or the Company liable for any costs, losses, expenses and/or damages whatsoever arising
from or in connection with the Scheme or the administration thereof.
shall be entitled to any compensation for any loss or any right or benefit or prospective right or
benefit under the Scheme which he/she might otherwise have enjoyed.
laws, rules and regulations.
storage and use of personal data or information concerning him/her by any member of the
Group, the Trustee (where applicable) or other third party service provider, in Hong Kong or
elsewhere, for the purpose of the administration, management or operation of the Scheme. Such
consent permits, but is not limited to, the following:
(a) the administration and maintenance of records of the Selected Participant;
(b) the provision of data or information to members of the Group, the Trustee (where
applicable), registrars, brokers or third party administrators or managers of the Scheme, in
Hong Kong or elsewhere;
(c) the provision of data or information to future purchasers or merger partners of the
Company, the Selected Participant’s employing company, or the business in which the
Selected Participant works;
(d) the transfer of data or information about the Selected Participant to a country or territory
outside the Selected Participant’s home country which may not provide the same statutory
protection for the information as his/her home country; and
- 31 -
(e) in the case where an announcement is required to be made or a circular is required to be
despatched pursuant to the Listing Rules or other applicable laws, rules and regulations
for the purposes of granting an Award, the disclosure of the identity of such Selected
Participant, the number of Award Shares and the terms of the Award granted and/or to be
granted and all other information as required under the Listing Rules or other applicable
laws, rules and regulations.
The Selected Participant is entitled, on payment of a reasonable fee, to a copy of the personal
data held about him/her, and if such personal data is inaccurate, the Selected Participant has the
right to have it corrected.
Award and Trust Scheme, whether directly or indirectly, should abstain from voting on matters
subject to shareholder approval in accordance with the Listing Rules unless otherwise required
by law to act in accordance with the directions given by the beneficial owner and to give such
directions.
in connection with this Scheme. In such matters, the Board’s decision shall be final.
Special Administrative Region of the PRC.
- 32 -
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