Annual Report 2021
59 ANNUAL REPORT 2021 PENSION SCHEME Details of the pension scheme, maintained by the Group, contributions made and forfeiture utilised during the year are set out on page 113 to 114 of this Annual Report. SHARE OPTION SCHEME At an extraordinary general meeting of the Company held on 9 December 2011 (the “ Adoption Date ”), the shareholders of the Company adopted the new share option scheme (the “ Share Option Scheme ”) and the previous share option scheme was terminated on the same date. Under the Share Option Scheme the Board may, at its discretion, invite any director or employee of the Company or any of its subsidiaries or associates, to take up options to subscribe for fully paid ordinary shares in the Company subject to the terms and conditions stipulated therein. In view of the on-going support given to the Company by the CMHK Group (representing China Merchants Holdings (Hong Kong) Company Limited (“ CMHK ”), an intermediate holding company of the Company, together with its subsidiaries (excluding the Group) and associated companies), the Board considered that it is in the best interests of the Company to extend the Share Option Scheme to directors and employees of members of the CMHK Group, together with directors and employees of the Company, its subsidiaries and associates (the “ Eligible Persons ”). Details of the Share Option Scheme are as follows: (i) Purpose The purpose of the Share Option Scheme is to provide the Company with a flexible means of incentivising, rewarding, remunerating, compensating and/or providing benefits to Eligible Persons. (ii) Qualifying participants Any Eligible Persons. (iii) Maximum number of shares (1) 10% limit Subject to (iii)(2) and (iii)(3) below, the total number of shares which may be issued upon exercise of all options to be granted under the Share Option Scheme must not in aggregate exceed 10% of the shares in issue as at the Adoption Date. Options lapsed in accordance with the terms of the Share Option Scheme and the Terminated Schemes will not be counted for the purpose of calculating the 10% limit. (2) Refreshing the 10% limit Subject to (iii)(5) below if applicable, the Board may, with the approval of the shareholders in general meeting “refresh” the 10% limit under (iii)(1) above (and may further “refresh” such limit once refreshed in accordance with the provisions of this rule), provided that the total number of shares which may be issued upon the exercise of all options to be granted under the Share Option Scheme under the limit as refreshed shall not exceed 10% of the shares in issue at the date on which the shareholders approve the “refreshed” limit. Options previously granted under the Share Option Scheme (including those outstanding, cancelled, lapsed or exercised in accordance with the terms of the schemes) will not be counted for the purpose of calculating the limit as “refreshed”. (3) Exceeding the 10% limit The Board may grant option to any Eligible Person or Eligible Persons specifically identified by them which would cause the limit under (iii) (1) above (including, for the avoidance of doubt, any such limit as “refreshed” under (iii) (2) above) to be exceeded, but only with the approval of the shareholders of the Company in general meeting, and subject always to (iii)(5) below.
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