(Incorporated in Bermuda with limited liability) (Stock Code: 00585)

Transcription

1 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 Bermuda with limited liability) (Stock Code: 00585) (1) GRANT OF SHARE OPTIONS UNDER SHARE OPTION SCHEME; (2) CANCELLATION OF CERTAIN SHARE OPTIONS; (3) REFRESHMENT OF EXISTING SCHEME LIMIT; (4) CONDITIONAL GRANT OF NEW OPTIONS; AND (5) CLARIFICATION CONCERNING GRANT OF OPTIONS AND ISSUE OF OPTION SHARES UNDER REFRESHED GENERAL MANDATE GRANT OF SHARE OPTIONS UNDER SHARE OPTION SCHEME Reference is made to the announcement of the Company dated 24 August The Board announces that on 21 August 2009, the Company granted Share Options to subscribe for up to 190,738,000 new Shares to the Grantees. Of the total Share Options granted on 21 August 2009, Share Options to subscribe for up to 23,000,000 new Shares were granted to the Directors. CANCELLATION OF CERTAIN SHARE OPTIONS As the exercise prices for certain unexercised Share Options previously granted to the Affected Grantees under the Share Option Scheme were significantly higher than the recent market prices of the Shares, the Company proposes to cancel these Share Options in accordance with the terms of the Share Option Scheme as they can no longer serve the purpose of providing incentives or rewards to the Affected Grantees. * for identification purpose only

2 REFRESHMENT OF EXISTING SCHEME LIMIT Under the rules of the Share Option Scheme, the Company may only grant new options to an Affected Grantee if there are available unissued options (excluding the Cancelled Options) within the scheme mandate limit. Following the grant of Share Options in respect of 190,738,000 new Shares on 21 August 2009, Share Options to subscribe for a total of only 5,357,385 Shares remain available to be granted under the Share Option Scheme. To enable the Company to issue Share Options to the Affected Grantees and to provide the Company with greater flexibility to provide incentives to, and recognise the contributions of, the eligible participants under the Share Option Scheme, the Directors believe that the Refreshment of the Existing Scheme Limit is in the best interests and for the benefit of the Company and its Shareholders as a whole. CONDITIONAL GRANT OF NEW OPTIONS On 21 August 2009, the Board resolved that, subject to and conditional upon (i) the Affected Grantee s acceptance and consent to the Cancellation; (ii) the passing of the relevant resolutions by the Shareholders of the Company at the SGM in relation to (a) the Refreshment of the Existing Scheme Limit and (b) the grant of the New Options as set out above; and (iii) the grant being in compliance with the Listing Rules, the New Options be conditionally granted to the Affected Grantees. If the conditions to the grant of the New Options are not passed by the Shareholders at the SGM, the New Options will automatically lapse and cease to have any effect. CLARIFICATION CONCERNING GRANT OF OPTIONS AND ISSUE OF OPTION SHARES UNDER REFRESHED GENERAL MANDATE The Board also wishes to clarify that the Option Shares (as defined in the announcement of the Company dated 24 August 2009), if issued, will represent approximately 0.01% of each of the existing and enlarged share capital of the Company. The Option Shares when aggregated with all other equity securities which remain to be issued on exercise of any other subscription rights (excluding Shares to be issued upon exercise of any Share Options), will not exceed 20% of the issued equity capital of the Company. A circular containing, among other things, details of the Refreshment of the Existing Scheme Limit and the grant of the New Options, together with the notice of SGM will be dispatched to the Shareholders as soon as practicable in accordance with the Listing Rules. The circular will also set out information relating to the New Options and its grantees as may be required under the Listing Rules, including but not limited to Note (1) to Listing Rule 17.03(3). 2

3 GRANT OF SHARE OPTIONS UNDER SHARE OPTION SCHEME On 21 August 2009, the Board granted Share Options to subscribe for up to 190,738,000 new Shares to the Grantees, subject to acceptance of the Grantees under the Share Option Scheme. The following are the details of the Share Options granted to the Grantees: Date of grant 21 August 2009 Maximum number of Shares to be issued upon exercise of the Share Options Exercise price of the Share Options granted Option period Closing price of the Shares on the date of grant of the Share Options Up to an aggregate of 190,738,000 Shares Each Share Option shall entitle the Grantee to subscribe for one Share upon exercise of such Share Option at an exercise price of HK$0.315 per Share which is the highest of (a) the closing price of HK$0.28 per Share as stated in the Stock Exchange s daily quotation sheets on the date of the grant, (b) the average closing price of HK$0.315 per Share as stated in the Stock Exchange s daily quotation sheets for the five trading days immediately preceding the date of the grant and (c) the nominal value of a Share of HK$0.10 The Share Options will be exercisable for a period of five years after their applicable vesting periods HK$0.28 per Share Of the total Share Options granted on 21 August 2009, Share Options to subscribe for up to 23,000,000 new Shares were granted to the Directors as follows: Number of Name of Director Position Share Options Phoon Chiong Kit Executive Director and Deputy Chairman 0,000,000 William Courtauld Executive Director and Acting 2,000,000 Chief Executive Officer Richard Witts Independent non-executive Director and 4,000,000 Chairman Paul Serfaty Non-executive Director 2,000,000 Ting Chuk Kwan Independent non-executive Director 2,000,000 Oh Kok Chi Independent non-executive Director,500,000 Ng See Yuen Independent non-executive Director,500,000 3

4 The grant of the Share Options to each of the above Directors has been approved by the independent non-executive Directors (with each of the independent non-executive Directors abstaining from voting in respect of the grant of the Share Options to himself/herself). CANCELLATION OF CERTAIN SHARE OPTIONS In view of the fact that the exercise prices for the certain unexercised Share Options, which ranged from HK$0.535 to HK$3.07, were significantly higher than the recent market prices of the Shares, the Company proposes to cancel these Share Options in accordance with the terms of the Share Option Scheme as these Share Options can no longer serve the purpose of providing incentives or rewards to the holders thereof. The total number of Shares subject to the Share Options to be cancelled is 43,580,000 Shares. The Board therefore considers that the cancellation of these Share Options and conditional grant of the New Options to the Affected Grantees (as described in the section Conditional Grant of New Options below) would bring the exercise price to the current trading price level of the Shares which would better serve the purpose of the Share Option Scheme in providing incentives or rewards to the Affected Grantees. REFRESHMENT OF EXISTING SCHEME LIMIT On 30 July 2009, the Existing Scheme Limit was approved by a resolution of the Shareholders at a special general meeting of the Company pursuant to which further options carrying the right to subscribe for a maximum of 196,095,385 Shares were allowed to be granted under the Share Option Scheme. Under the rules of the Share Option Scheme, the Company may only grant new options to the Affected Grantees if there are available unissued options (excluding the Cancelled Options) within the scheme mandate limit. As Share Options to subscribe for a total of only 5,357,385 Shares remain available to be granted under the Share Option Scheme (after taking into account the Share Options granted to the Grantees), the Directors believe that the Refreshment of Existing Scheme Limit is in the best interests and for the benefit of the Company and its Shareholders as a whole as it will enable the Company to issue the New Options to the Affected Grantees (as described below) and to provide the Company with greater flexibility to provide incentives to, and recognize the contributions of, the Eligible Participants. The issued share capital of the Company as at the date of this announcement is 3,600,968,384 Shares. Assuming no change in the issued share capital of the Company as at the date of this announcement until the date of the SGM, the maximum number of Shares which may be issued upon exercise of the options to be granted under the Share Option Scheme following the Refreshment of the Existing Scheme Limit is 10% of the Shares in issue as at the date of approval, being 360,096,838 Shares. Pursuant to the Refreshment of the Existing Scheme Limit, the Company would have available sufficient unissued options (after excluding the Cancelled Options) for the purpose of granting the Affected Grantees the New Options. 4

5 CONDITIONAL GRANT OF NEW OPTIONS On 21 August 2009, the Board resolved that, subject to and conditional upon (i) the Affected Employee s acceptance and consent to the Cancellation; (ii) the passing of the relevant resolutions by the Shareholders of the Company at the SGM in relation to (a) the Refreshment of the Existing Scheme Limit and (b) the grant of the New Options as set out above; and (iii) the grant being in compliance with the Listing Rules, the New Options be conditionally granted to the Affected Grantees. Upon the conditions to the grant being satisfied, the New Options will be exercisable for a period of five years after their applicable vesting periods and allow the Affected Grantees to subscribe for up to 43,580,000 Shares at an exercise price of HK$0.315 per Share which is the highest of (a) the closing price of HK$0.28 per Share as stated in the Stock Exchange s daily quotation sheets on the date of the grant, (b) the average closing price of HK$0.315 per Share as stated in the Stock Exchange s daily quotation sheets for the five trading days immediately preceding the date of the grant and (c) the nominal value of a Share of HK$0.10. The closing price of the Shares on 21 August 2009, being the date of the conditional grant of the New Options, was HK$0.28 per Share. The New Options are granted to the Affected Grantees on the basis that the same number of Share Options would be cancelled under the Cancellation. In addition to these New Options, the Board has also granted certain Affected Grantees additional new Share Options in respect of 88,330,000 Shares (out of the Share Options granted in respect of a total number of 190,738,000 Shares under the Share Option Scheme as set out in the section headed Grant of Share Options under Share Option Scheme above). If the conditions to the grant of the new Options are not satisfied, the conditional grant of the New Options will automatically lapse and cease to have any effect. Save as disclosed in this announcement, none of the Grantees or Affected Grantees is a Director, chief executive or substantial shareholder (as defined in the Listing Rules) of the Company or an associate (as defined in the Listing Rules) of any of them. CLARIFICATION CONCERNING GRANT OF OPTIONS AND ISSUE OF OPTION SHARES UNDER REFRESHED GENERAL MANDATE The Board also wishes to clarify that the Option Shares (as defined in the announcement of the Company dated 24 August 2009), if issued, will represent approximately 0.01% of each of the existing and enlarged share capital of the Company. The Option Shares when aggregated with all other equity securities which remain to be issued on exercise of any other subscription rights (excluding Shares to be issued upon exercise of any Share Options), will not exceed 20% of the issued equity capital of the Company. GENERAL The SGM will be convened for, among others, the passing of the ordinary resolutions of the Company by the Shareholders to approve the Refreshment of the Existing Scheme Limit and the grant of the New Options. 5

6 A circular containing, among other things, details of the Refreshment of the Existing Scheme Limit and the grant of the New Options, together with the notice of SGM will be dispatched to the Shareholders as soon as practicable in accordance with the Listing Rules. The circular will set out information relating to the New Options and its grantees as may be required under the Listing Rules, including but not limited to Note (1) to Listing Rule 17.03(3). DEFINITIONS In this announcement, unless the context otherwise requires, the following terms have the following meanings: Affected Grantees associate Board Cancellation Cancelled Options Company Directors Existing Scheme Limit the grantees whose Share Options, subject to the agreement of the Affected Grantee, will be cancelled pursuant to the Cancellation has the meaning ascribed to it under the Listing Rules the board of Directors of the Company the proposed cancellation of the unexercised Share Options in accordance with the terms and conditions of the Share Option Scheme as set out in the section Cancellation of Certain Share Options in this announcement the Share Options to be cancelled pursuant to the Cancellation Imagi International Holdings Limited, a company incorporated in Bermuda with limited liability whose shares (stock code: 585) are listed on the Stock Exchange the directors of the Company the maximum number of Share Options which may be granted under the Share Option Scheme, being Share Options to subscribe for up to 196,095,385 Shares Grantees the persons who were granted the Share Options on 21 August 2009 Hong Kong Listing Rules the Hong Kong Special Administrative Region of the PRC The Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time 6

7 New Options Refreshment of Existing Scheme Limit SGM Share(s) Share Options Share Option Scheme Shareholder(s) Stock Exchange HK$ the share options conditionally granted to the Affected Grantees as described in the section Conditional Grant of New Options in this announcement the proposed refreshment of the Existing Scheme Limit the special general meeting of the Company to be convened for the purpose of considering, and if thought fit, approving, among other things, the conditional grant of the New Options and the Refreshment of the Existing Scheme Limit ordinary share(s) of HK$0.10 each in the issued share capital of the Company the share options granted under the Share Option Scheme the share option scheme adopted by the Company on 16 August 2002 the holder(s) of the Share(s) The Stock Exchange of Hong Kong Limited Hong Kong dollars, the lawful currency of Hong Kong % per cent. By order of the Board Imagi International Holdings Limited Mr. Richard Arthur Witts Chairman Hong Kong, 28 August 2009 As at the date of this announcement, the executive directors of the Company are Mr. William Courtauld and Mr. Phoon Chiong Kit. The non-executive director of the Company is Mr. Paul Steven Serfaty. The independent non-executive directors of the Company are Mr. Richard Arthur Witts, Mr. Ng See Yuen, Mr. Oh Kok Chi and Ms. Ting Chuk Kwan. 7