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Dated 8 September 1997
MAN SANG INTERNATIONAL LIMITED
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SHARE OPTION SCHEME
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▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
14th FLOOR, ▇▇▇▇▇▇▇▇▇ HOUSE
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CONTENT
Clause Description Page
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1. DEFINITIONS............................................ 1
2. CONDITIONS............................................. 3
3. DURATION AND ADMINISTRATION............................ 3
4. GRANT OF OPTION........................................ 3
5. SUBSCRIPTION PRICE..................................... 4
6. EXERCISE OF OPTIONS.................................... 4
7. LAPSE OF OPTION........................................ 6
8. MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION.... 6
9. REORGANISATION OF CAPITAL STRUCTURE.................... 7
10. SHARE CAPITAL.......................................... 7
11. DISPUTES............................................... 8
12. ALTERATION OF THE SCHEME............................... 8
13. TERMINATION............................................ 8
14. MISCELLANEOUS.......................................... 8
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MAN SANG INTERNATIONAL LIMITED
SHARE OPTION SCHEME
1. DEFINITIONS
1.01 In this Scheme the following expressions have the following meanings:
"Adoption Date" means 8 September 1997 (the date on which the Scheme is
adopted by resolution of the shareholders of the Company in
general meeting);
"Auditors" means the auditors for the time being of the Company;
"Board" means the board of directors of the Company or a duly
authorised committee thereof;
"Commencement Date" means, in respect of any particular Option, the date upon
which the Option is accepted in accordance with the Scheme;
"Company" means Man Sang International Limited;
"Employee" means any full-time employee of the Company or any
Subsidiary including any executive director of the company
or any Subsidiary;
"Grantee" means any Employee who accepts the offer of the grant of
any Option in accordance with the terms of the Scheme or
(where the context so permits) a person entitled to any
such Option in consequence of the death of the original
Grantee;
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"Offer Date" means the date on which an Option is offered to an
Employee;
"Option" means an option to subscribe for Shares granted pursuant
to the Scheme;
"Option Period" means a period of 2 years commencing on the expiry of 6
months after the Commencement Date and expiring on the
last day of the 2-year period or the tenth anniversary of
the Adoption Date, whichever is the earlier;
"Scheme" means this share option scheme in its present or any
amended form;
"Shares" means shares of $0.10 each (or of such other nominal
amount as shall result from a sub-division or a
consolidation of such shares from time to time) of the
Company;
"Subscription Price" means the price per Share at which a Grantee may subscribe
for Shares on the exercise of an Option as described in
Clause 5;
"Subsidiary" means a company which is for the time being and from time
to time a subsidiary (within the meaning of Section 2 of
the Companies Ordinance, Chapter 32 of the Laws of Hong
Kong, as amended from time to time) of the Company;
"trading day" means a day on which The Stock Exchange of Hong Kong
Limited is open for the trading of securities; and
"$" means Hong Kong dollars.
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1.02 Clause headings are inserted for convenience of reference only and shall
be ignored in the interpretation of the Scheme. References herein to
Clauses are to clauses of this Scheme.
2. CONDITIONS
This Scheme shall take effect subject to the passing of the necessary
resolution to adopt the Scheme by the shareholders of the Company in
general meeting and is conditional upon the Listing Committee of The Stock
Exchange of Hong Kong Limited granting approval of this Scheme and any
Options which may be granted under this Scheme and the listing of and
permission to deal in any Shares to be issued pursuant to the exercise of
Options under this Scheme.
3. DURATION AND ADMINISTRATION
3.01 Subject to Clause 13, the Scheme shall be valid and effective for a
period of 10 years commencing on the Adoption Date, after which period no
further Options will be issued but the provisions of this Scheme shall
remain in full force and effect in all other respects.
3.02 The Scheme shall be subject to the administration of the Board whose
decision (save as otherwise provided herein) shall be final and binding on
all parties.
4. GRANT OF OPTION
4.01 On and subject to the terms of the Scheme, the Board shall be entitled at
any time and from time to time within 10 years after the Adoption Date to
offer to grant to any Employee as the Board may in its absolute discretion
select, and subject to such conditions as the Board may think fit, an
Option to subscribe for such number of Shares as the Board may determine
at the Subscription Price.
4.02 An offer of the grant of an Option shall be made to an Employee by letter
in such form as the Board may from time to time determine requiring the
Employee to undertake to hold the Option on the terms on which it is to be
granted and to be bound by the provisions of the Scheme and shall remain
open for acceptance by the Employee concerned for a period of 28 days from
the date upon which it is made provided that no such offer shall be open
for acceptance after the tenth anniversary of the Adoption Date or after
the Scheme has been terminated.
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4.03 An Option shall be deemed to have been granted and accepted when the
duplicate letter comprising acceptance of the Option duly signed by the
Grantee together with a remittance in favour of the Company of HK$10 by
way of consideration for the grant thereof is received by the Company.
Such remittance shall in no circumstances be refundable.
4.04 Any offer of the grant of an Option may be accepted in respect of less
than the number of Shares in respect of which it is offered provided that
it is accepted in respect of such number of Shares as represents a board
lot for the purposes of trading on The Stock Exchange of Hong Kong Limited
or an integral multiple thereof. To the extent that the offer of the
grant of an Option is not accepted within 28 days (or such shorter period
referred to in Clause 4.02) in the manner indicated in Clause 4.03, it
will be deemed to have been irrevocably declined.
5. SUBSCRIPTION PRICE
The Subscription Price shall be determined by the Board being not less than
80 per cent of the average of the closing prices of the Shares on The Stock
Exchange of Hong Kong Limited as stated in such Exchange's daily quotation
sheets for the 5 trading days immediately preceding the Offer Date or the
nominal value of the Shares, whichever is the higher.
6. EXERCISE OF OPTIONS
6.01 An Option shall be personal to the Grantee and shall not be assignable
and no Grantee shall in any way sell, transfer, charge, mortgage, encumber
or create any interest in favour of any third party over or in relation to
any Option.
6.02 An Option may be exercised in whole or in part in the manner as set out
in Clauses 6.03 and 6.04 by the Grantee (or, as the case may be, his or
her legal personal representatives) giving notice in writing to the
Company stating that the Option is thereby exercised and the number of
Shares in respect of which it is exercised. 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 28 days
after receipt of the notice and the remittance and, where appropriate,
receipt of the Auditors' certificate pursuant to Clause 9, the Company
shall allot the relevant Shares to the Grantee (or his or her legal
personal representatives) credited as fully paid.
6.03 Subject as hereinafter provided in this Scheme, the Option may be
exercised by the Grantee at any time during the Option Period provided
that:-
(a) in the event of the Grantee ceasing to be an Employee for any reason
other than his
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or her death or the termination of his or her employment on one or
more of the grounds specified in Clause 7(d), the Grantee may
exercise the Option up to his or her entitlement at the date of
cessation (to the extent not already exercised) within the period of
1 month following the date of such cessation, which date shall be the
last actual working day with the Company or the relevant Subsidiary
whether salary is paid in lieu of notice or not;
(b) in the event that the Grantee ceases to be an Employee by reason of
death and none of the events which would be a ground for termination
of his or her employment under Clause 7(d) arises, the legal personal
representative(s) of the Grantee shall be entitled within a period of
12 months from the date of death (or such longer period as the Board
may determine) to exercise the Option in full (to the extent not
already exercised);
(c) if a general offer (whether by takeover offer or scheme of arrangement
or otherwise in like manner) is made to all the holders of Shares (or
all such holders other than the offeror and /or any person controlled
by the offeror and/or any person acting in concert with the offeror)
and such offer becomes or is declared unconditional, the Grantee (or
his or her legal personal representatives) shall be entitled to
exercise the Option in full (to the extent not already exercised) at
any time within 14 days after the date on which the offer becomes or
is declared unconditional; and
(d) in the event of an effective resolution being passed for the
voluntary winding-up of the Company, the Grantee (or his or her legal
personal representatives) may by notice in writing to the Company
within 21 days after the date of such resolution elect to be treated
as if the Option (to the extent not already exercised) had been
exercised immediately before the passing of such resolution either to
its full extent or to the extent specified in the notice, such notice
to be accompanied by a remittance for the full amount of the
Subscription Price for the Shares in respect of which the notice is
given, whereupon the Grantee will be entitled to receive out of the
assets available in the liquidation pari passu with the holders of
Shares such sum as would have been received in respect of the Shares
the subject of such election.
6.04 The Shares to be allotted upon the exercise of an Option will be subject
to all the provisions of the bye-laws of the Company for the time being in
force and will rank pari passu with the fully paid Shares in issue on the
date of allotment and accordingly will entitle the holders to participate
in all dividends or other distributions paid or made on or after the date
of allotment other than any dividend or other distribution previously
declared or recommended or resolved to be paid or made with respect to a
record date which shall be before the date of allotment.
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7. LAPSE OF OPTION
An Option shall lapse automatically (to the extent not already exercised)
on the earliest of:
(a) subject to Clause 6.03(b), the expiry of the Option Period;
(b) the expiry of any of the periods referred to in Clause
6.03(a), (b), (c) or (d);
(c) subject to Clause 6.03(d), the date of the commencement of
the winding-up of the Company;
(d) the date on which the Grantee ceases to be an Employee by
reason of the termination of his or her employment on any one or
more of the grounds that he or she has been guilty of misconduct, or
has committed an act of bankruptcy or has become insolvent or has
made any arrangement or composition with his or her creditors
generally, or has been convicted of any criminal offence involving
his or her integrity or honesty or (if so determined by the Board)
on any other ground on which an employer would be entitled to
terminate his or her employment at common law or pursuant to any
applicable laws or under the Grantee's service contract with the
Company or the relevant Subsidiary. A resolution of the Board or
the board of directors of the relevant Subsidiary to the effect that
the employment of a Grantee has or has not been terminated on one or
more of the grounds specified in this Clause 7(d) shall be
conclusive; or
(e) the date on which the Grantee commits a breach of Clause
6.01.
8. MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION
8.01 The maximum number of Shares in respect of which Options may
be granted (together with Options exercised and Options then
outstanding) under the Scheme will not, when aggregated with any
Shares subject to any other schemes involving the issue or grant of
options over Shares or other securities by the Company to, or for
the benefit of, directors, executives and/or employees of the Group,
exceed such number of Shares as shall represent 10 per cent of the
issued share capital of the Company from time to time excluding any
Shares issued upon the exercise of Options granted pursuant to the
Scheme.
8.02 No employee shall be granted an Option which, if exercised in
full, would result in such Employee becoming entitled to subscribe
for such number of Shares as when aggregated with the total number
of Shares already issued under all the Options previously granted to
him which have been exercised and issuable under all the Options
previously granted to him which are for the time being subsisting
and
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unexercised, would exceed 25 per cent of the aggregate number of
Shares for the time being issued and issuable under the Scheme.
8.03 Subject to Clauses 8.01 and 8.02, the number of Shares
subject to Options and to the Scheme may be adjusted, in such manner
as the Auditors shall certify in writing to the Board to be fair and
reasonable, in the event of any alternation in the capital structure
of the company whether by way of capitalization of profits or
reserves, rights issue, consolidation, subdivision or reduction of
the share capital of the Company provided that no such adjustment
shall be made in the event of an issue of Shares as consideration in
respect of a transaction to which the Company is a party.
9. REORGANISATION OF CAPITAL STRUCTURE
In the event of any alteration in the capital structure of the Company
whilst any Option remains exercisable, whether by way of capitalization
of profits or reserves, rights issue, consolidation, subdivision or
reduction of the share capital of the Company (other than an issue of
Shares as consideration in respect of a transaction to which the Company
is a party), such corresponding alterations (if any) shall be made in:
(a) the number of Shares subject to the Option so far as
unexercised; and/or
(b) the Subscription Price; and/or
(c) the method of exercise of the Option,
as the Auditors shall certify in writing to the Board to be in their
opinion fair and reasonable, provided that any alteration shall be made
on the basis that the proportion of the issued share capital of the
Company to which a Grantee is entitled after such alteration shall remain
the same as that to which he was entitled before such alteration, but so
that no such alteration shall be made the effect of which would be to
enable any Share to be issued at less than its nominal value. The
capacity of the Auditors in this Clause 9 is that of experts and not of
arbitrators and their certification shall be final and binding on the
Company and the Grantees.
10. SHARE CAPITAL
The exercise of any Option shall be subject to the members of the Company
in general meeting approving any necessary increase in the authorised
share capital of the Company. Subject thereto the Board shall make
available sufficient authorised but unissued share capital of the Company
to meet subsisting requirements on the exercise of Options.
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11. DISPUTES
Any dispute arising in connection with the Scheme (whether as to the
number of Shares the subject of an Option, the amount of the
Subscription Price or otherwise) shall be referred to the decision of
the Auditors who shall act as experts and not as arbitrators and whose
decision shall be final and binding.
12. ALTERATION OF THE SCHEME
The Scheme may be altered in any respect by resolution of the Board
except that the provisions of the Scheme as to:
(a) the definitions of "Employee" and "Grantee" and "Option Period" in
Clause 1.01; and
(b) the provisions of Clauses 3.01, 4.01, 4.02, 5, 6, 7, 8, 9 and this
Clause 12 shall not be altered to the advantage of Grantees or
prospective Grantees except with the prior sanction of a resolution
of the Company in general meeting, provided that no such alteration
shall operate to affect adversely the terms of issue of any Option
granted or agreed to be granted prior to such alteration except
with the consent or sanction of such number of Grantees as shall
together hold Options in respect of not less than three-fourths in
nominal value of all Shares then subject to Options granted under
the Scheme and provided further that any alterations to the terms
and conditions of the Scheme which are of a material nature shall
first be approved by The Stock Exchange of Hong Kong Limited,
except where such alterations take effect automatically under the
existing terms of the Scheme.
13. TERMINATION
The Company by resolution in general meeting or the Board may at any
time terminate the operation of the Scheme and in such event no further
Options will be offered but the provisions of the Scheme shall remain in
force in all other respects.
14. MISCELLANEOUS
14.01 The Company shall bear the costs of establishing and administering the
Scheme.
14.02 A Grantee shall be entitled to receive copies of all notices and other
documents sent by Company to holders of Shares.
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14.03 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
at 21st Floor, Railway Plaza, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇ or as notified to the Grantees from time to time and, in the case
of the Grantee, his or her address in Hong Kong as notified to the
Company from time to time.
14.04 Any notice or other communication served by post:
(a) by the Company shall be deemed to have been served 24 hours after
the same was put in the post; and
(b) by the Grantee shall not be deemed to have been received until the
same shall have been received by the Company.
14.05 A Grantee shall be responsible for obtaining any governmental or other
official consent that may be required by any country or jurisdiction in
order to permit the grant or exercise of the Option. 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 or her participation in the Scheme.
14.06 The Scheme and all Options granted hereunder shall be governed by and
construed in accordance with Hong Kong law.
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