OneForce Holdings Limited

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. OneForce Holdings Limited (Incorporated in the Cayman Islands with limited liability) (Stock code: 1933) ADOPTION OF SHARE AWARD SCHEME The Board is pleased to announce that on the Adoption Date it has adopted the Scheme in which all Eligible Participants will be entitled to participate. The purposes of the Scheme are to (i) recognise and reward the contribution of certain Eligible Participants to the growth and development of the Group and to give incentives thereto in order to retain them for the continual operation and development of the Group; and (ii) to attract suitable personnel for further development of the Group. The aggregate number of the Shares underlying all grants made (excluding Awarded Shares that have been forfeited in accordance with the Scheme) during the term of the Scheme is limited to 3% of the issued share capital of the Company from time to time and no further grant of Award shall be made which will result in the aforesaid limit being exceeded without the Board s approval. The maximum number of Awarded Shares granted to a Selected Participant under the Scheme shall not exceed 1% of the issued share capital of the Company from time to time. The Scheme does not constitute a share option scheme within the meaning of Chapter 17 of the Listing Rules, and is a discretionary scheme of the Company. The Scheme shall be subject to the administration of the Board and the Trustee in accordance with the Scheme Rules and the Trust Deed. The Board is pleased to announce that it has adopted the Scheme on the Adoption Date. A summary of the principal Scheme Rules is set out below. PURPOSES The purposes of the Scheme are to (i) recognise and reward the contribution of certain Eligible Participants to the growth and development of the Group and to give incentives thereto in order to retain them for the continual operation and development of the Group; and (ii) to attract suitable personnel for further development of the Group. DURATION Subject to any early termination as may be determined by the Board pursuant to the Scheme Rules, the Scheme shall be valid and effective for a term of 10 years commencing on the Adoption Date. 1

2 ADMINISTRATION The Scheme shall be subject to the administration of the Board and the Trustee in accordance with the Scheme Rules and the Trust Deed. The decision of the Board with respect to any matter arising under the Scheme (including the interpretation of any provision) shall be final and binding. The Trustee shall hold the trust fund in the Trust in accordance with the terms of the Trust Deed. SCHEME LIMIT The aggregate number of the Shares underlying all grants made (excluding Awarded Shares that have been forfeited in accordance with the Scheme) during the term of the Scheme is limited to 3% of the issued share capital of the Company from time to time and no further grant of Award shall be made which will result in the aforesaid limit being exceeded without the Board s approval. The maximum number of Awarded Shares granted to a Selected Participant under the Scheme shall not exceed 1% of the issued share capital of the Company from time to time. RESTRICTIONS An Award or, as the case may be, any instruction of the Board to the Trustee to acquire Shares may not 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 published in accordance with the Listing Rules. In particular, during the period preceding the publication of financial results in which the Directors are prohibited from dealing in Shares pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as prescribed by the Listing Rules ( Model Code ) or any corresponding code or securities dealing restrictions adopted by the Company and up to the date of publication of the relevant financial results, no Award may be made. Furthermore, the Board may not make an Award to an Eligible Participant who is a connected person during the periods or times in which the Directors are prohibited from dealing in Shares pursuant to the Model Code or any corresponding code or securities dealing restrictions adopted by the Company. OPERATION At any time during any particular financial year, the Board, after having regard to all relevant circumstances and affairs of the Group, may from time to time determine the amount of the Group Contribution to be allocated to the Trustee for purchasing and/or subscribing for Shares for the purpose of implementation of the Scheme and may from time to time cause to be paid to the Trustee from the Company s resources such amount of moneys which may be utilised by the Trustee to purchase and/or subscribe for Shares. Subject to the Scheme Rules, the Board may from time to time instruct the Trustee to purchase the Shares on the Stock Exchange or, if so agreed between the Trustee and the Company, to conduct off-market purchases from such person(s) on such terms and conditions as instructed by the Board and to hold them in trust for the benefit of the Selected Participants on and subject to the terms and conditions of the Scheme Rules and the Trust Deed. 2

3 Subject to the Scheme Rules, in the event that the Awarded Shares are to be allotted and issued as new Shares for the purpose of the Trust, the Board shall cause an amount equal to the total issue price of such new Shares to be allotted and issued be transferred from the Company s resources as soon as practicable as subscription monies for the new Shares and cause to issue and allot such new Shares to the Trustee at such issue price as shall be determined by the Board, which shall be held upon trust for the relevant Selected Participant subject to the terms and conditions of the Scheme Rules and the Trust Deed. AWARD OF AWARDED SHARES The Board shall, subject to and in accordance with the Scheme Rules, be entitled to make an Award to any of the Eligible Participant such number of issued Shares as the Board shall determine pursuant to the Scheme Rules. The eligibility of any of the Eligible Participants to an Award shall be determined by the Board from time to time on the basis of the Board s opinion as to his contribution and/or future contribution to the development and growth of the Group. The Board may from time to time, at its discretion, determine the Vesting Date and other subsequent date(s), if any, upon which the Awarded Shares held by the Trustee upon the Trust and which are referable to a Selected Participant shall vest in that Selected Participant. An Award shall be personal to the Selected Participant and shall not be transferable or assignable and no Selected Participant shall in any way sell, transfer, charge, mortgage, encumber or otherwise dispose of or create any security or adverse interest whatsoever in favour of any third party over or in relation to an Award or enter or purport to enter into any agreement to do so. Any breach of the foregoing by any Selected Participant shall entitle the Company to cancel the Award made to such Selected Participant. VESTING OF AWARDED SHARES Subject to relevant Scheme Rules, the Trustee shall transfer to and vest in any Selected Participant the legal and beneficial ownership of the Awarded Shares to which such Selected Participant is entitled under the relevant Award within ten (10) Business Days after the latest of (i) Vesting Date as specified in the Award Notice to which such Award relates; and (ii) where applicable, the date on which the condition(s) or performance target(s) (if any) to be attained by such Selected Participant have been attained and notified to the Trustee by the Board in writing. If the Vesting Date falls on any day on which the Directors are restricted from making any Award under the relevant Scheme Rules, the Vesting Date shall be postponed. The Trustee shall notify the Board in writing at least three (3) Business Days in advance of a proposed Vesting Date and the Board shall instruct the Trustee in writing at least two (2) Business Days in advance if such proposed Vesting Date has to be postponed, whereupon such proposed Vesting Date shall be postponed to such date as notified by the Board to the Trustee in writing. 3

4 For the purposes of vesting of the Award to an Excluded Participant, the Board may, instead of transferring to and vest in the legal and beneficial ownership of the Awarded Shares to such Excluded Participant, to the extent that, at the determination of the Board, it is not practicable for the Selected Participant to receive the Awarded Shares solely due to legal or regulatory restrictions with respect to the Excluded Participant s ability to receive the Awarded Shares or the Trustee s ability to give effect to any such transfer to the Excluded Participant, the Board will direct and procure the Trustee to sell, on-market at the prevailing market price, the number of Awarded Shares so vested in respect of the Excluded Participant and pay the Excluded Participant the proceeds in cash arising from such sale based on the Actual Selling Price of such Awarded Shares. Notwithstanding the above, in respect of a Selected Participant who, at any time prior to a Vesting Date, died, retired at his normal retirement date; or retired at an earlier retirement date, all the Awarded Shares of a Selected Participant shall be subject to the absolute discretion of the Board on, among other things, the timing of vesting, the entitlement of Awarded Shares and the transfer of entitled Awarded Shares to the legal personal representatives of the Selected Participant. ALTERATIONS OF THE SCHEME Rules of the Scheme may be altered by the prior sanction of a resolution passed by the Board together with the prior written consent of the Trustee, provided that no such alteration shall operate to affect adversely any rights of any Selected Participant in respect of his Awarded Shares which remain unvested. VOTING RIGHTS The Trustee shall not exercise the voting rights in respect of any Shares held by it under the Trust (including but not limited to the Awarded Shares, any bonus Shares and scrip Shares derived therefrom). The Board is of the view that not exercising the voting rights by the Trustee might help avoid potential misperception of the Company s influence over the Trustee s decision in casting the votes in respect of the Shares held under the Trust at general meetings. TERMINATION The Scheme shall terminate on the earlier of the expiry of the 10th anniversary date of the Adoption Date and such date of early termination as determined by the Board, provided that such termination shall not affect any subsisting rights of the Selected Participants. OTHER INFORMATION The Scheme does not constitute a share option scheme or an arrangement analogous to a share option scheme for the purpose of Chapter 17 of the Listing Rules. 4

5 DEFINITIONS Actual Selling Price Adoption Date Awarded Shares Award(s) Board Business Day Company connected person(s) Director(s) Eligible Participant Excluded Participant General Mandate the actual price of which the Awarded Shares are sold (net of brokerage, Stock Exchange trading fee, SFC transaction levy and any other applicable costs) on vesting of an Award pursuant to the Scheme; 27 July 2018 (the date on which the Scheme is adopted by the Board); in respect of a Selected Participant, such number of Shares as awarded by the Board, and Awarded Share means any one of them; award(s) of the Awarded Shares by the Board to a Selected Participant, and Award means any one of them; the board of Directors, such committee or such sub-committee or such person(s) as from time to time delegated with the power and authority by the board of Directors to administer the Scheme; a day (other than Saturday, Sunday or public holiday) on which the Stock Exchange is open for trading and on which banks are open for business in Hong Kong; OneForce Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange; has the meaning ascribed to it under the Listing Rules; director(s) of the Company; any employee (whether full time or part time, including any executive Director), non-executive and independent non-executive Directors, Shareholders and advisers of/to the Company, any Subsidiary or any Invested Entity; any participant who is resident in a place where the award of the Awarded Shares and/or the vesting and transfer of the Awarded Shares pursuant to the terms of the Scheme is not permitted or not practicable under the laws or regulations of such place or where in the view of the Board or the Trustee (as the case may be), compliance with applicable laws or regulations in such place makes it necessary or expedient to exclude such participant; the general mandate granted or to be granted by the Shareholders at general meetings from time to time; 5

6 Group Group Contribution HK$ Hong Kong Invested Entity Listing Rules Scheme Scheme Rules Selected Participant(s) SFC Shares Shareholders Stock Exchange Subsidiary Trust the Company and its Subsidiaries from time to time, member of the Group means any or a specific one of them; such contribution in the form of money or otherwise made by the Company or any of its Subsidiaries from time to time and for the acquisition of any Awarded Shares; Hong Kong dollars, the lawful currency of Hong Kong; the Hong Kong Special Administrative Region of the People's Republic of China; any entity in which any member of the Group holds any equity interest or any company in which a member of the Group may have a direct or indirect investment in 20% or more of its voting powers and any company which is a subsidiary or invested entity of the controlling shareholder(s) of the Company; the Rules Governing the Listing of Securities on the Stock Exchange; the share award scheme adopted by the Company in accordance with the Scheme Rules on the Adoption Date; the rules relating to the Scheme adopted by the Board; any Eligible Participant(s) selected by the Board for participation in the Scheme; the Securities and Futures Commission of Hong Kong; ordinary shares of HK$0.01 each in the capital of the Company (or of such other nominal amount as shall result from a sub-division, consolidation, reclassification or reconstruction of the share capital of the Company from time to time); the shareholders of the Company; The Stock Exchange of Hong Kong Limited; a company which is for the time being and from time to time a subsidiary (within the meaning given under the Companies Ordinance (Chapter 622 of the Laws of Hong Kong)) of the Company, whether incorporated in Hong Kong or elsewhere; the trust constituted by the Trust Deed; 6

7 Trust Deed Trustee Vesting Date a trust deed to be entered into between the Company as settlor and the Trustee as trustee (as restated, supplemented and amended from time to time); a trustee to be appointed by the Company for the purpose of the Scheme; in respect of a Selected Participant, the date on which his entitlement to the Awarded Shares is vested in such Selected Participant in accordance with the Scheme Rules; and % per cent. By order of the Board OneForce Holdings Limited WANG Dongbin Chairman Beijing, PRC, 27 July 2018 As at the date of this announcement, the Board of the Company comprises Mr. Wang Dongbin, Mr. Wu Hongyuan, Mr. Li Kangying and Mr. Wu Zhanjiang as the executive Directors; and Mr. Ng Kong Fat, Mr. Han Bin and Mr. Wang Peng as the independent non-executive Directors. 7