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.
(Incorporated in Hong Kong with limited liability)
(Stock code: 345)
GRANT OF SHARE OPTIONS
This announcement is made pursuant to Rule 17.06A of the
Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited (the
"Listing Rules).
The Board of Directors (the "Board") of Vitasoy International
Holdings Limited (the "Company") announces that 2,822,000
share options are proposed to be granted ("Proposed Grant")
to Mr. Winston Yau-lai Lo, the Executive Chairman of the
Company, under the share option scheme of the Company adopted
on 4th September, 2002 (the "Share Option Scheme") to
subscribe for a total of
2,822,000 ordinary shares of HK$0.25 each (each a "Share") in
the capital of the Company.
Pursuant to Rule 17.04 of the Listing Rules, where any grant
of option(s) to a substantial shareholder or an independent
non-executive director, or any of their respective
associates, would result in the Shares issued and to be
issued upon exercise of all options already granted and to be
granted (including options exercised, cancelled and
outstanding) to such person in the 12-month period up to and
including the date of such grant (i) representing in
aggregate over 0.1% of the Shares in issue and (ii) having an
aggregate value, based on the closing price of the Shares at
the date of each grant, in excess of HK$5 million, such
further grant of options must be separately approved by the
independent shareholders in general meeting.
As Mr. Winston Yau-lai Lo is a Director and a substantial
shareholder, the Proposed Grant falls within Rule 17.04 of
the Listing Rules.
By resolutions in writing dated 26th June, 2012 signed by all
Directors, including all Independent non-executive Directors
("Written Board Resolutions"), the Proposed Grant was
approved subject to the independent shareholders' approval at
the Annual General Meeting to be held on 28th August,
2012. Pursuant to the Share Option Scheme, subject to the
approval of the Proposed Grant by the independent
shareholders at the Annual General Meeting, the date of the
Board meeting approving the Proposed Grant shall be taken as
the date of grant for the purpose of calculating the exercise
price of the share options. Under the Articles of Association
of the Company, a resolution in writing signed by all the
Directors shall be as valid and effectual as if it had been
passed at a meeting of the directors duly convened and held.
Thus, for the purpose of calculating the exercise price of
the share options only, 26th June, 2012 shall be taken as the
date of grant.
Subject to the approval of the independent shareholders at
the Annual General Meeting, the Board will offer the share
options to Mr. Winston Yau-lai Lo on the Proposed Date of
Grant.
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A summary of the Proposed Grant is set out below:
Proposed Date of Grant : 31st August, 2012
Exercise price of share options granted
: HK$6.400 per Share, which represents the highest of (i) the
closing price of HK$6.400 per Share as stated in the daily
quotations sheet of The Stock Exchange of Hong Kong Limited
(the "Stock Exchange") on 26th June, 2012, being
the date of the Written Board Resolutions; (ii) the average
closing price of HK$6.266 per Share as stated in the daily
quotations sheet of the Stock Exchange for the five business
days immediately preceding 26th June, 2012, being the date of
the Written Board Resolutions; and (iii) the nominal value of
the Share.
Number of share options granted : 2,822,000 share options
Validity period of the Share
Options
: 10 years from 31st August, 2012 to 30th August, 2022
Vesting condition : Subject to a vesting scale in tranches of
25% each per annum starting from the first anniversary and
fully vested in the fourth anniversary of the Proposed Date
of Grant.
A circular containing the details of the Proposed Grant to
Mr. Winston Yau-lai Lo will be dispatched to the shareholders
as soon as possible.
By Order of the Board Laurence P. EISENTRAGER Executive
Director
Hong Kong, 26th June, 2012
As at the date of this announcement, Mr. Winston Yau-lai Lo and Mr. Laurence P. Eisentrager are executive directors. Ms. Myrna Mo-ching Lo and Ms. Yvonne Mo-ling Lo are non-executive directors. Dr. the Hon. Sir David Kwok-po Li, Mr. Iain F. Bruce, Mr. Jan P. S. Erlund and Mr. Valiant Kin-piu Cheung are independent non-executive directors.
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