Annual Report 2023

172 2023 Annual Report Transport International Holdings Limited Directors’ Report Directors’ interests and short positions in shares, underlying shares and debentures (continued) (ii) Interests in underlying shares Directors of the Company have been granted options under the Company’s share option scheme, details of which are set out in the section “Equity-linked agreement – Share option scheme” below. As at 31 December 2023, none of the Directors had any non-beneficial interest in the share capital of the Company. Apart from the foregoing, none of the Directors of the Company or any of their spouses or children under eighteen years of age has interests or short positions in the shares, underlying shares or debentures of the Company or any of its subsidiaries or other associated corporations, as recorded in the register of directors’ interests and short positions required to be kept under Section 352 of the SFO or as otherwise notified to the Company pursuant to the Model Code for Securities Transactions by Directors of Listed Companies. Equity-linked agreement Share option scheme The Company has a share option scheme which was adopted on 26 May 2016 whereby the Directors of the Company are authorised, at their discretion, to invite employees of the Group, including directors of any company in the Group, to take up options at a consideration of HK$1 to subscribe for ordinary shares of the Company. The purpose of the scheme is to provide an opportunity for employees of the Group to acquire an equity participation in the Company and to encourage them to work towards enhancing the value of the Company and its shares for the benefit of the Company and its shareholders as a whole. The share option scheme shall be valid and effective for a period of ten years ending on 25 May 2026, after which no further options will be granted. The exercise price of options is the highest of (i) the nominal value of the shares on the date of grant, (ii) the closing price of the shares on The Stock Exchange of Hong Kong Limited on the date of grant and (iii) the average closing price of the shares on The Stock Exchange of Hong Kong Limited for the five business days immediately preceding the date of grant. The total number of securities available for issue under the share option scheme as at 31 December 2023 was 40,363,941 shares (including options for 24,435,000 shares that have been granted but not yet lapsed or exercised) which represented 8.2% of the ordinary shares of the Company in issue at 31 December 2023. The number of securities issued and to be issued upon exercise of the options granted to each participant in any 12-month period is limited to 1% of the Company’s ordinary shares in issue. On 31 March 2023, a total of 16,350,000 share options were granted by TIH and subsequently 15,970,000 share options were accepted by the grantees. At 31 December 2023, certain Directors of the Company and certain employees of the Group had the following interests in options to subscribe for shares of the Company (market value per share at 31 December 2023 was HK$9.42) granted for a consideration of HK$1 under the share option scheme of the Company. As at 31 December 2023, the total grant date fair value of unexercised vested and unvested options, measured in accordance with the accounting policy set out in note 1(x)(iii) to the financial statements, amounted to HK$5,624,000 and HK$12,207,000, respectively. The options are unlisted. Once vested, each option gives the holder the right to subscribe for one ordinary share of the Company. Assuming that all the options outstanding as at 31 December 2023 are exercised, the Company will receive proceeds of HK$305,385,000.