CM ENERGY TECH CO., LTD. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
TSC Group Holdings Limited(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 206) ADOPTION OF SHARE AWARD PLAN
The Board has adopted the Share Award Plan on 16 January 2015 in which the Eligible Person will be entitled to participate. The purpose of the Share Award Plan is to recognise and reward the contribution of the Eligible Persons to the growth and development of the Group through an award of Shares.
The Board had adopted the Share Award Plan on the Adoption Date. A summary of the principal terms of the Share Award Plan is set out below:
The purpose of the Share Award Plan is to recognise and reward the contribution of the
Eligible Persons to the growth and development of the Group through an award of Shares.
The Share Award Plan shall be subject to the administration of the Remuneration Committee in accordance with the rules of the Share Award Plan.
Participants
The Remuneration Committee may, in its absolute discretion, make an award to any employee (whether full time or part time) of the Group (the "Eligible Person").
- 1 -
The eligibility of any of the Eligible Persons to an award shall be determined by the Remuneration Committee from time to time on the basis of the its opinion as to his contribution to the development and growth of the Group.
For the avoidance of doubt, the Eligible Persons shall exclude any Directors and any core connected persons of the Company.
The Remuneration Committee shall notify the Share Award Plan Trustee (which was appointed as the trustee for the purpose of the Share Award Plan) in writing upon the making of an award to an Eligible Person (the "Selected Person") under the Share Award Plan. Upon the receipt of such notice, the Share Award Plan Trustee shall purchase Shares on the Stock Exchange and/or shall set aside the appropriate number of awarded Shares out of a pool of Shares (the "Shares Pool") comprising the following:
(a) such Shares which remain unvested and revert to the Share Award Plan Trustee by reason of a lapse of an award;
(b) such Shares as may be purchased by the Share Award Plan Trustee on the Stock Exchange by utilising the funds allocated by the Directors out of the Company's resources for fulfilling any award but subject to the limit set out in the paragraph headed "Scheme Limit" below; and
(c) such Shares as may be transferred by any person and accepted by the Share Award Plan
Trustee as additions to the trust fund under the Share Award Plan.
Subject to the restrictions as set out in the paragraph headed "Restrictions on the time of making awards and/or vesting", the Remuneration Committee may at any time notify and instruct the Share Award Plan Trustee to purchase Shares on the Stock Exchange at such price range as the Remuneration Committee deems appropriate.
The Directors shall procure that subject to the limit referred to in the paragraph headed "Scheme Limit" below, adequate funds are paid out of the Company's resources to the Share Award Plan Trustee to enable the Share Award Plan Trustee to purchase the appropriate number of Shares in order to satisfy the outstanding awards from time to time made under the Share Award Plan.
- 2 -
No award shall be made or vested by the Remuneration Committee and no instructions to acquire Shares shall be made after a price sensitive event has occurred or a price sensitive matter has been the subject of a decision until such price sensitive information has been made available to the public domain in accordance with the requirements under the Listing Rules.
Scheme limitThe total number of Shares held by the Share Award Plan Trustee under the Share Award Plan will not exceed 3% of the total issued Shares at the Adoption Date.
Duration of the Share Award PlanSubject to any early termination pursuant to the terms of the Share Award Plan, the Share Award Plan will remain in force for a period commencing on the Adoption Date and ending on 15 January 2025.
Lapse of awardsIn the event that any Selected Person ceases to be an Eligible Person by reason of his death, resignation or summary dismissal for misconduct, committing of a criminal offence or other beach of his term of employment, an award made to such Selected Person shall forthwith lapse and be cancelled.
Voting rights
The Share Award Plan Trustee will exercise voting right in respect of Shares held under the
Share Award Plan in accordance with the instructions of the Remuneration Committee, if any.
The Directors may by resolution at any time terminate the operation of the Share Award Plan and in such event no further awards shall be made provided that such termination shall not affect any subsisting rights of any Selected Person in respect of any award made to him prior to such termination. Any surplus Shares will be sold with the proceeds returned to the Company.
- 3 -
In this announcement, unless the context requires otherwise, the following expressions have the following meanings:
"Adoption Date" 16 January 2015, being the date on which the Board adopted the Share Award Plan
"Board" the board of Directors
"close associate(s)" has the meaning ascribed to it in the Listing Rules
"Company" TSC Group Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the main board of the Stock Exchange
"core connected person" has the meaning ascribed to it in the Listing Rules
"Directors" the directors of the Company
"Eligible Person(s)" has the meaning ascribed to it under the paragraph headed
"Participants" of this announcement
"Group" the Company and its subsidiaries
"Listing Rules" the Rules Governing the Listing of Securities on the Stock
Exchange
"Remuneration Committee" The Remuneration Committee of the Company which is delegated with the power and authority by the Board to administer the Share Award Plan
"Selected Person" has the meaning ascribed to it under the paragraph headed
"Pool of awarded Shares" of this announcement
"Share(s)" ordinary share(s) of par value of HK0.1 each in the share capital of the Company
- 4 -
"Share Award Plan" the share award plan of the Company adopted by the Directors on the Adoption Date, the principal terms of which are set out in this announcement
"Share Award Plan Trustee" Treasure Mak e r I nv estments Limited, a compan y incorporated in the British Vi rgin Islands, the trustee appointed by the Company for the administration of the Share Award Plan pursuant to the Trust Deed and a third party not connected with an y o f the director, chief executives or substantial shareholders of the Company or any of its subsidiaries or their respective close associates (as defined under the Listing Rules)
"Shares Pool" has the meaning ascribed to it under the paragraph headed
"Pool of awarded Shares" of this announcement
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Trust Deed" the trust deed in respect of the Share Award Plan entered into between the Company and the Share Award Plan Trustee as trustee on 16 January 2015 (as restated, supplemented and amended from time to time)
By order of the Board
Executive Chairman
Hong Kong, 16 January 2015
As of the date of this announcement, the Board comprises 2 executive Directors, namely Mr. Jiang Bing Hua and Mr. Zhang Menggui; 3 non-executive Directors, namely Mr. Jiang Longsheng, Mr. Brian Chang and Mr. Yu Yuqun; and 4 independent non-executive Directors, namely Mr. Chan Ngai Sang, Kenny, Mr. Bian Junjiang, Mr. Guan Zhichuan and Mr. Robert William Fogal Jr.
- 5 -
|
distributed by
|
