ASX Release 30 March 2016 Amendment of employee incentive plan Enice Holding Company Limited ( Enice or the Company ) is pleased to announce that the Board of Directors today approves the amendment to the Company s employee incentive plan (EIP) which was initially lodged with the ASX on 28 October 2015. The amendment allows for different types of awards (including but not limited to security awards and performance rights) in addition to awarding options as provided under the original plan. The Board believes that the amendment to the EIP provides greater flexibility to allow different forms of securities to incentivise employees. A copy of the updated EIP is attached. -Ends- For further information, please contact: fowlstone Communications Geoff Fowlstone Joanne Shears M: +61 413 746 949 +61 416 835 301 T: +61 2 9955 9899 E: joanne@fowlstone.com.au About Enice Enice (Electronics Network Information of Century East) China was established in May 2000 as a telecommunications infrastructure engineering service provider, providing services to China s three largest mobile carriers to assist them in installing and maintaining the infrastructure underpinning their wireless telecommunications networks. Enice s goal is to be the leading developer, manufacturer and supplier of technologically-advanced wireless communication Software, Products and Services; and to deliver technology solutions and services across wireless communication networks in China, the world s largest mobile market, and also internationally. Enice operates in the wireless telecommunication equipment and services industry, primarily in China and North America. Enice s strengths lie in its advanced Wireless Telecommunications technology products and solutions, a highly-skilled Research & Development team, a quality assembly plant, an established market presence in China, and a strong board and management team of telecommunication industry experts. Enice is well-positioned to capitalise on the growth of China s network maintenance and management services market, forecast to increase in value from A$8.5 billion in 2015 to A$54 billion 2019. 1
Enice has proven ability to develop world-leading technology for telecomm carriers entire Network Lifecycle, and currently holds 5 invention patents, 16 utility model patents, 2 design patents and 9 software copyrights. Enice has a well-established presence in China and currently employs 440 staff, located in its corporate headquarters in Nanjing, China-based assembly facility Nanjing, China and in regional branch offices in Beijing, Guangdong, Zhejiang, Shaanxi, Shandong and Anhui. For more information on Enice, visit: http://www.enice.com.cn/english.php/ 2
ENICE Incentive Plan Rules Enice Holding Company Limited Hong Kong Company Registration Number 2161817 Page 1 of 21
Table of Contents 1. Introduction... 4 1.1 Purpose... 4 1.2 Rules are binding... 4 1.3 Plan not to limit other arrangements... 4 2. Definitions and interpretation... 4 2.1 Definitions... 4 2.2 Interpretation... 7 2.3 Heading... 8 3. Invitation, application and acceptance... 8 3.1 Eligibility... 8 3.2 Invitation may be made... 8 3.3 Form of Application... 8 3.4 Participant agrees to be bound... 8 3.5 Trust to be constituted... 8 3.6 Company may provide... 8 3.7 Compliance with laws etc.... 8 3.8 Acceptance of Application... 9 3.9 When the Company must receive the Application... 9 3.10 Who may apply... 9 3.11 When Applications will not be accepted... 9 3.12 Board s discretion... 9 3.13 Cessation of membership... 9 4. Administration of Plan... 9 4.1 Board to administer Plan... 9 4.2 Board powers and discretions...10 4.3 Delegation of Board powers and discretions...10 4.4 Suspension of Plan...10 4.5 Documents...10 4.6 Board decision: final and conclusive...10 4.7 Manner of exercise of authority...10 5. Restrictions on the Plan...11 5.1 Compliance with Applicable Regulations...11 5.2 Restriction on the size of the Plan...11 6. Amendment of the Plan...11 6.1 Board may amend...11 6.2 No reduction of existing rights...11 6.3 Retrospective amendment possible...11 7. Termination of the Plan...11 8. Cancellation...12 9. Miscellaneous provisions...12 9.1 Rights of Participants...12 9.2 Instructions by Participants...12 9.3 Notices...12 9.4 Governing law...13 Page 2 of 21
9.5 Payments net of tax...13 9.6 Rounding...13 9.7 Costs...13 9.8 Copies of shareholder notices...13 10. Awards that may be made under the Plan...13 10.1 Options...13 10.2 Performance Rights...13 10.3 Security Awards...14 10.4 Deferred Security Awards...14 11. Invitation to apply for Awards...14 12. Grant of Awards...15 12.1 Company to grant Awards...15 12.2 Certificate or statement...15 13. Register of Awards...15 14. Vesting and Exercise of Awards...15 14.1 Vesting...15 14.2 Exercise of Awards...15 14.3 Manner of exercise...16 14.4 Exercise date...16 14.5 Life of Award...16 14.6 Exercise period on Takeover, increase in Control or cessation of employment...16 14.7 Award may lapse in the case of fraud or dishonesty...18 14.8 No exercise of Award on bankruptcy...18 14.9 Discretion to determine that Awards will not lapse...19 15. Delivery of Securities on Exercise of Awards...19 15.1 Allotment of Securities...19 15.2 Securities Held in Trust...19 15.3 Issue or transfer...19 15.4 Rights attaching to Securities...19 15.5 CDIs to be quoted on ASX...20 16. Restricted Awards...20 16.1 Restrictions...20 16.2 Bonus issues...20 16.3 Takeovers etc...20 17. Adjustment...20 17.1 New issues of securities...20 17.2 Bonus issues...20 17.3 Other Reorganisations of capital...21 18. Transfer of Awards...21 19. Share capital...21 20. Disputes...21 Page 3 of 21
ENICE INCENTIVE PLAN RULES 1. Introduction 1.1 Purpose The Plan provides eligible Employees (or their nominees) with an opportunity to acquire an ownership interest or exposure to an ownership interest in the Company. 1.2 Rules are binding The Company, the Trustee and each Participant are bound by these Rules. 1.3 Plan not to limit other arrangements This Plan is not the sole means by which the Company intends to provide incentives to Participants or other Employees of the Company, and nothing in this Plan is intended to restrict the Company from remunerating or otherwise rewarding Participants or other Employees outside the Plan. 2. Definitions and interpretation 2.1 Definitions In these Incentive Plan Rules the following words and expressions have the following meanings unless the contrary intention appears: Applicable Regulations means the listing requirements imposed by any exchange or trading system on which the Company s Securities trade and any law or regulation that applies to the operation of the Plan. Application means an application for Awards made by an Employee (or his/her nominee) under the terms of an Invitation. Application Form means the form provided by the Company along with the Invitation pursuant to which an Employee (or his/her nominee) may make an Application. ASX means the Australian Securities Exchange operated by ASX Limited. Award means: (d) (e) an Option, a Performance Right, a Security Award, a Deferred Security Award, as applicable. Board means all or some of the Directors of the Company acting as a board, and includes a committee of the Board and a delegate of the Board. Business Day means a day that is not a Saturday, Sunday, a public holiday or bank holiday in Hong Kong or Sydney. CDIs means fully paid CHESS Depository Interests of the Company and for the purposes of this Plan and CDI means one of the CDIs. Page 4 of 21
Company or ENICE means Enice Holding Company Limited. Constitution means the articles of association of the Company. Control means, of the Company by a person: the person who determines the combination of the Board of Directors of the Company or has the capacity to do so; the Board of Directors of the Company is accustom to acting in accordance with the instructions, directions or wishes of the person; or the person holds or owns (alone or with its associates or related bodies corporate) the majority of the issued Securities of the Company or the majority of the issued Securities of the ultimately holding company of the Company (as applicable). Corporations Act means the Corporations Act 2001 (Cth). Deferred Security Award means a Security issued under Rule 10.4. Director means a Director of the Company. Employee means: a permanent employee (full time or part time) of the Company or of a Related Body Corporate; and a Director of the Company or of a Related Body Corporate of the Company who holds a permanent salaried employment or office in the Company or in a Related Body Corporate; and a person whom the Company deems to be an employee for the purposes of this Plan. Exercise Condition means, in relation to an Award, a condition (other than a Vesting Condition) which must be satisfied, in the absolute discretion of the Board, or waived before that Award (as the case may be) may be exercised. Exercise Period means, in relation to an Award, the latest period at the end of which that Award will lapse. Exercise Price means the amount payable on exercise of an Award, as specified in the Invitation and adjusted in accordance with Rule 17, which shall not be less than A$0.20 at Listing. If no determination is made, the applicable Exercise Price is A$0.20 at Listing. Expiry Date means the date on which an Award lapses, being the date specified in an Invitation as the Expiry Date, or fixed by a method of calculation set out in an Invitation. General Meeting has the meaning given in the Constitution. Grant Date means the date on which that Award is granted. Group means ENICE and any Related Body Corporate of ENICE or an associated company declared by the Directors to be a member of the Group for the purposes of the Plan; and Group Company means any one of them as the context requires. Holding Lock has the meaning given to the term holding lock in the Listing Rules. Invitation means an invitation to apply for Awards under the Plan made in accordance with Rule 3.2. Page 5 of 21
Issue Price means the price (if any) to be paid for the issue of a Security as stated in the Invitation. Listing means the listing of the CDIs of the Company on the ASX. Listing Rules means the Official Listing Rules of the ASX from time to time in force as they apply to the Company and a reference to any particular provision includes a reference to any replacement provision. Market Price means the weighted average sale price of CDIs on the ASX over the five trading days immediately preceding the day the Invitation is made, or another pricing method determined by the Company. Option means a right to acquire a Security (by transfer or issue at the election of the Company) granted under the Rules. Participant means an Employee (or his/her nominee) to whom an Award (as the case may be) has been granted and who has not ceased to be a Participant under Rule 3.11 and includes a legal personal representative of the Participant. Performance Right means a right to acquire a Security issued under Rule 10.2. Plan means the Enice Holding Company Limited Incentive Plan, the Rules of which are set out in this document. Prescribed Exercise Date means the first date on which that Award is exercisable, subject to the Terms and Conditions of Grant for that Award. Related Body Corporate of a body corporate means another body corporate which is related to the first body corporate within the meaning of section 50 of the Corporations Act. Reorganisation means any merger, consolidation, reconstruction or other reorganisation in respect of the Company, including any compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company. Restricted Award means an Award or a Share issued on exercise of an Award in respect of which a restriction on sale or disposal applies under this Plan. Restriction Period means the period during which Awards, or Securities issued on exercise of Awards, must not be sold or disposed of, being the period specified in these Rules in respect of Deferred Security Awards and Security Awards, and as specified in the Invitation in respect of other Awards. Retirement means termination of the employment of a Participant with the Company because: the Participant attains the age that the Board accepts as the retirement age for that individual; the Participant is unable, in the opinion of the Board, to perform his or her duties because of illness or incapacity. Rules means these incentive plan rules. Security means Shares or CDIs as the context requires. Security Award means a Security issued under Rule 10.3. Shares means fully paid ordinary shares of the Company and for the purposes of this Plan. Page 6 of 21
Terms and Conditions of Grant means all of: these Rules; any Vesting Condition; and any Exercise Condition. Tranche means a number of Awards (as the case may be) which have the same Prescribed Exercise Date. Trust means the trust to be constituted pursuant to Rule 3.5. Trust Deed means the trust deed entered into between the Trustee and the Company in respect of the Trust. Trustee means initially Enice Nominees Limited and thereafter means the trustee from time to time of the Trust. Vesting Condition means a condition which must be satisfied or waived before that Award becomes vested in its holder. Vesting Date means the date on which an Award is exercisable or is no longer subject to forfeiture following satisfaction of any Vesting Conditions. 2.2 Interpretation In these Rules, unless the contrary intention appears: (d) (e) (f) (g) (h) (i) (j) words importing the singular include the plural and vice versa; subject to Rules 2.2 and 2.2(d), references to these Rules, or any particular Rule or paragraph of these Rules, means these Rules, or the relevant Rule or paragraph, as amended from time to time; in a schedule, references to these Rules and any particular paragraph of these Rules exclude the paragraphs of the schedules other than the paragraphs of that schedule; references to the Rules includes a reference to any Vesting Condition, any Exercise Condition; the references to Security in the definition of Award in Rule 2.1 include a reference to a Security resulting from an adjustment; references to a statute or other law include regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them; references to the exercise of a power or discretion include a decision not to exercise the power or discretion; references to a year mean any period of 12 months; the words include, including or such as are not used as, nor are they to be interpreted as words of limitation, and when introducing a list of items does not exclude a reference to other items whether of the same class or genus or not; A$ or $ is a reference to the lawful currency of Australia; Page 7 of 21
(k) (l) (m) (n) 2.3 Heading law means common law, principles of equity, and laws made by parliament (and laws made by parliament include parliamentary laws and regulations and other instruments under them, and consolidations, amendments, re-enactments or replacements of any of them); a Company of persons or things is a reference to any two or more of them jointly and to each of them individually; if a period of time dates from a given day or the day of an act or event, it is to be calculated exclusive of that day; if an act under this agreement to be done by a party on or by a given day is done after 5.30 p.m. on that day, it is taken to be done on the next day. Headings are for convenience only and, except where they are inserted as a means of cross-reference, do not affect the interpretation of these Rules. 3. Invitation, application and acceptance 3.1 Eligibility The Board may determine the Employees who are eligible to participate in the Plan. 3.2 Invitation may be made The Company may make an Invitation to participate in the Plan to an Employee who is eligible to participate in the Plan in accordance with Rule 3.1. 3.3 Form of Application The Invitation to an Employee must be accompanied by an Application Form. 3.4 Participant agrees to be bound Each Participant is, by submitting a completed Application Form, deemed to have agreed to be bound by: the terms of the Invitation and Application Form; the provisions of these Rules, as amended from time to time, apply in accordance with Rule below; and the Constitution of the Company, as amended from time to time. 3.5 Trust to be constituted The Company may constitute the Trust to be known as the ENICE Employee Share Plan Trust. 3.6 Company may provide The Company may provide Awards on the terms set out in Rule 10. 3.7 Compliance with laws etc. No Invitation will be made to the extent that any such Invitation would contravene the Company s Constitution, the Listing Rules, the Corporations Act or any other Applicable Regulation. Page 8 of 21
3.8 Acceptance of Application The Application must be in the form included with the Invitation, and may not be made on the basis that it is subject to any terms and conditions other than those specified in the Invitation. The method of acceptance of an Application must be set out in the Application Form, including: the name or title of the person to whom the Application must be sent; and the date and time by which the Application must be received by or on behalf of the Company. 3.9 When the Company must receive the Application For an Application to be effective, it must be received by or on behalf of the Company by the time and date specified in the Invitation, unless otherwise determined by the Board. 3.10 Who may apply On receipt of an Invitation, the Employee (or his/her nominee) may apply for the Awards described in that Invitation by sending to the person designated by the Company an Application duly completed and signed in accordance with Rule 3.9. 3.11 When Applications will not be accepted An Application under Rule 3.10 will not be accepted if, at the date the Application would otherwise be accepted: he or she is not an Employee or a nominee of an Employee; he or she, or his or her nominator, has given the relevant Group Company by which they are employed notice of his or her resignation as an Employee; or he or she, or his or her nominator, has been given notice of termination of employment as an Employee or if, in the opinion of the Board, he or she has tendered his or her resignation to avoid such dismissal. 3.12 Board s discretion The Board may determine that an Application under this Rule 3.12 by an Employee or his/her nominee who would otherwise be eligible to participate under these Rules will not be accepted. 3.13 Cessation of membership A person ceases to be a Participant when all other property or moneys to which the Participant is entitled under the Plan have been transferred or paid in accordance with these Rules. 4. Administration of Plan 4.1 Board to administer Plan The Plan is to be administered by the Board in accordance with these Rules. The Board may make further provisions for the operation of the Plan which are consistent with these Rules. Notwithstanding, the Board or a nominated committee of the Board must administer the Plan and any Invitations with respect to grants of Awards made to eligible Employees (or their nominees). Furthermore, in respect of such grants of Page 9 of 21
Awards made to eligible Employees (or their nominees), any references in these Rules (or in any Invitation issued under these Rules) to the Board, except for those provided in Rules 4.3 and 4.7, is taken to be a reference to the Board or a committee of the Board (as applicable). 4.2 Board powers and discretions Any power or discretion which is conferred on the Board by these Rules must be exercised by the Board in the interests or for the benefit of the Company, and the Board is not, in exercising any power or discretion, under any fiduciary or other obligation to any other person. 4.3 Delegation of Board powers and discretions Any power or discretion which is conferred on the Board by these Rules, including the power to invite Employees to participate in the Plan and to determine the terms and conditions of a Participant s Award, may be delegated by the Board to: a committee consisting of such Directors, other officers or Employees of the Company, or any combination of such persons as the Board thinks fit; a Related Body Corporate of the Company; or a third party, for such periods and on such conditions as the Board thinks fit. 4.4 Suspension of Plan The Board may suspend the operation of the Plan at any time in its absolution discretion. 4.5 Documents The Company may from time to time require a person invited to participate in the Plan or a Participant to complete and return such other documents as may be required by law to be completed by that person or Participant, or such other documents which the Company considers should, for legal, taxation or administrative reasons, be completed by that person or Participant. 4.6 Board decision: final and conclusive The decision of the Board as to the interpretation, effect or application of these Rules and all calculations and determination made by the Board under these Rules are final, conclusive and binding in the absence of manifest error. 4.7 Manner of exercise of authority Any action of the Board is final, conclusive and binding on all persons, including the Company, its Employees, their beneficiaries or other persons claiming rights from or through an Employee, and Security holders. The express grant of any specific power to a committee of the Board, and the taking of any action by the committee, is not construed as limiting any power or authority of that committee. The committee may delegate to officers or managers of the Company, or any committees thereof, the authority to perform such functions, including administrative functions, as the committee may determine. Page 10 of 21
5. Restrictions on the Plan 5.1 Compliance with Applicable Regulations Despite any other provision of these Rules or any term or condition of the participation of any Participant in the Plan, no Security may be acquired by the Trustee or transferred to a Participant or other person, no Award may be granted or exercised, if to do so would contravene any Applicable Regulations. 5.2 Restriction on the size of the Plan The Board must not issue an Invitation to apply for Awards, or cause the Trustee to subscribe for Securities, if the number of Securities the subject of the Invitation to apply for the Awards when added to the number of Securities which would be issued if all existing outstanding Awards and all outstanding Awards which may be granted pursuant to the acceptance of any outstanding Invitation to apply for Awards, were exercised, would exceed 5% of the total number of issued Securities at the relevant date. 6. Amendment of the Plan 6.1 Board may amend Subject to Rules 6.2 and 6.3, the Board may at any time by written instrument, amend all or any of the provisions of these Rules or the terms and conditions of any Award granted under this Plan, including Rule 6. 6.2 No reduction of existing rights Without the consent of the Participants, no amendment may be made to the terms of any Award which reduces the rights of the Participant in respect of that Award, other than amendments introduced primarily: for the purpose of complying with or conforming to present or future Applicable Regulations governing or regulating the maintenance or operation of the Plan; to correct any manifest error or mistake; or to take into consideration possible adverse tax implications in respect of the Plan arising from, amongst others, adverse rulings from the Australian Taxation Office or the Inland Revenue Department of Hong Kong, changes to the tax legislation (including official announcements by the Australian Taxation Office or the Inland Revenue Department of Hong Kong) and/or changes in the interpretation of tax legislation by a court of competent jurisdiction. 6.3 Retrospective amendment possible Subject to Rule 6.2, any amendment made under Rule 6.1 may be given retrospective effect as specified in the written instrument by which the amendment is made. 7. Termination of the Plan The Plan terminates and is to be wound up (as provided below) on the earlier of: if an order is made or an effective resolution is passed for the winding up of the Company other than for the purpose of amalgamation or reconstruction; or if the Board resolves that the Plan is to be terminated and wound up. Page 11 of 21
8. Cancellation Notwithstanding any other provisions of these Rules, and subject to the Listing Rules, if a Participant and the Board agree in writing that some or all of the unvested Awards and/or vested Options granted to that Participant may be cancelled on a specified date or on the occurrence of a particular event, then the Board may cancel those Awards on the relevant date or on the occurrence of the particular event (as the case may be) for no consideration. 9. Miscellaneous provisions 9.1 Rights of Participants Nothing in these Rules: (d) (e) confers on any person any expectation to become a Participant; confers on any Employee the right to be invited to apply for, to be offered or to receive any Award; confers on any Participant the right to continue as an Employee of the Company; affects any rights which the Company may have to terminate the employment of any Employee; or may be used to increase damages in any action brought against the Company in respect of any termination of employment. No person, whether a Participant or otherwise, has any claim, right or interest in respect of the Plan or other property of the Plan, whether against the Trustee, the Company or any other person, as a consequence of termination of the Employee s employment or appointment or otherwise, except under and in accordance with these Rules. 9.2 Instructions by Participants 9.3 Notices For the purposes of these Rules, the Trustee, the Board and the Company is entitled to regard any notice, direction or other communication given or purported to be given by or on behalf of a Participant (or a legal personal representative of a Participant) as valid, whether given orally or in writing. Any notice, direction or other communication given or purported to be given by or on behalf of a Participant (or a legal personal representative of a Participant) or any other person under these Rules to the Company or the Trustee is duly given only if actually received by the Company or Trustee (as the case may be). Any notice, certificate, consent, approval, waiver or other communications given by the Board the Trustee or the Company is deemed to have been duly given if: sent by electronic mail or delivered by hand; or sent by ordinary prepaid mail, and is deemed to have been served: (d) if sent by electronic mail or delivered by hand, at the time of sending or delivery; or if posted, three Business Days (or, if posted to a Participant s address outside Australia, seven Business Days) after the date of posting. Page 12 of 21
Delivery, transmission and postage is to the address of any Participant as indicated on the Application Form, any other address as the Board, the Trustee or any Participant may notify to the other or in the case of a Participant who is an Employee, the address of the place of business at which the Participant performs the whole or substantially the whole of the duties of his or her office or employment. 9.4 Governing law These Rules are governed by the laws in force in Hong Kong and are construed and take effect in accordance with those laws. 9.5 Payments net of tax If, when the Board or the Trustee makes or is deemed to make a payment to a Participant under these Rules, the Board or the Trustee is obliged to deduct or withhold any amount of tax or other government levy or impost, the payment to the Participant is to be made net of the deduction or withholding. 9.6 Rounding 9.7 Costs Unless expressly provided for in these Rules, any calculation of a number of Securities under the Plan is to be rounded to the nearest whole number with 0.5 being rounded up. The Company shall bear the costs of establishing and administering this Plan. 9.8 Copies of shareholder notices A Participant shall be entitled to receive copies of all notices and other documents sent by the Company to its Security holders. 10. Awards that may be made under the Plan 10.1 Options The Company may, at the discretion of the Board, offer and issue Awards to Employees of the kind set out in this Rule. The Company may offer or issue Options, which are rights to be issued a Share upon payment of the Exercise Price and satisfaction of specified Vesting Conditions. These terms apply unless the Invitation specifies otherwise: Options are Restricted Awards until they are exercised or expire. An Invitation may specify a Restriction Period for Shares issued on the exercise of Options. Options are subject to adjustment under Rule 17. 10.2 Performance Rights The Company may offer or issue Performance Rights, which are rights to be issued a Share for nil Exercise Price upon the satisfaction of specified Vesting Conditions. These terms apply unless the Invitation specifies otherwise: Performance Rights are Restricted Awards until they are exercised or expire. An Invitation may specify a Restriction Period for Shares issued on the exercise of Performance Rights. Page 13 of 21
Performance Rights are subject to adjustment under Rule 17. 10.3 Security Awards The Company may offer or issue Security Awards, which are Securities issued at an Issue Price which is a discount to the Market Price. Unless a different Restriction Period is specified in an Invitation, the Restriction Period for Security Awards will expire on the earlier of: three years from the date of issue of the Securities; and the time when a Participant ceases to be an Employee. 10.4 Deferred Security Awards The Company may offer or issue Deferred Security Awards, which are Securities issued to Employees: who elect to receive Securities in lieu of any wages, salary, Director's fees, or other remuneration; or by the Company in its discretion, in addition to their wages, salary and remuneration, or in lieu of any discretionary cash bonus or other incentive payment. Unless a different Restriction Period is specified in an Invitation, the Restriction Period for Deferred Security Awards will expire on the earlier of: (d) (e) when a Participant ceases to be an Employee; when the Board, in its discretion, agrees to end the Restriction Period; and 10 years from the date of issue of the Securities. 11. Invitation to apply for Awards An Invitation to an Employee to apply for Awards may be made on such terms and conditions as the Board decides from time to time, including as to: (d) (e) (f) (g) (h) (i) (j) the name and address of the Employee to whom the Invitation is made; the type of Awards being offered; the number of Awards for which that Employee may apply; the Issue Price and/or Exercise Price or how it is calculated; any Restriction Period; the Prescribed Exercise Date or how it is calculated; the Expiry Date (if any); any Vesting Condition for the Awards; any Exercise Condition; the Exercise Period or how it is calculated; Page 14 of 21
(k) (l) any other terms or conditions that the Board decides to include; and any other matters required to be specified in the Invitation by either the Corporations Act, the Listing Rules or any other applicable law. 12. Grant of Awards 12.1 Company to grant Awards On receipt of an Application for Awards, the Company at the discretion of the Board may grant Awards to the Employee (or nominee of such Employee) specified in the Invitation, subject to the Terms and Conditions of Grant. 12.2 Certificate or statement Following the grant of Awards under Rule 12.1, the Company will issue to the Participant a certificate and/or other document that states or together state with respect to that grant: (d) (e) (f) (g) (h) (i) (j) the name and address of the Employee to whom the Invitation is made; the type of Awards being offered; the number of Awards granted; the Issue Price and/or Exercise Price; the Grant Date; any Restriction Period; where the Awards are comprised in two or more Tranches, the number of Awards in each Tranche; the Prescribed Exercise Date; the Exercise Period; and other terms and conditions (if any) as determined by the Board. 13. Register of Awards Unless the Board determines otherwise, Awards granted under these Rules (and Securities issued or transferred to the relevant Participant on their exercise) will be registered in the appropriate register of the Company. 14. Vesting and Exercise of Awards 14.1 Vesting The Awards held by a Participant will vest in and become exercisable by that Participant upon the satisfaction of any Vesting Conditions specified in the Invitation and in accordance with these Rules. Vesting Conditions may be waived at the absolute discretion of the Board (unless such waiver is excluded by the terms of the Award). 14.2 Exercise of Awards A Participant is, subject to this Rule 14, entitled to exercise an Award on or after the Vesting Date. Any exercise must be for a minimum number or multiple of Shares (if any) specified in the terms of the Invitation. Page 15 of 21
14.3 Manner of exercise A Participant may exercise a Participant s Award in accordance with the Terms and Conditions of Grant: unless otherwise prohibited from doing so under Rule 5 of the Plan; or unless the Award has lapsed. The Participant must properly complete a notice of exercise of Awards and return it to the Company at the following address: C/- Company Secretary HWB (Corporate Services) Limited 27/F Alexandra House 18 Chater Road Central, Hong Kong SAR or as specified in the notice of exercise of Awards. 14.4 Exercise date A Participant may exercise an Award only on or after: the Prescribed Exercise Date for the Award; or any earlier date on which the Participant is entitled to exercise the Award: (i) (ii) under Rule 14.6(d) dealing with the Participant s death or otherwise ceasing to be employed by the Company; or under Rule 14.6 dealing with takeover bids, change of Control, court, Reorganisation and winding up. 14.5 Life of Award Notwithstanding any other provision of these Rules, the latest date on which an Award lapses is the date of expiry of the Exercise Period. Upon expiry of a Award the holder will have no further entitlement or claim against the Company in respect of the Award. 14.6 Exercise period on Takeover, increase in Control or cessation of employment In addition to the Exercise Period in Rule 14.4 and irrespective of the satisfaction or waiver of any Exercise Conditions or Vesting Conditions applicable under these Rules, the Awards will be exercisable by the Participant in the following circumstances: (i) if a general offer by way of voluntary offer, takeover or otherwise (other than by way of scheme of arrangement pursuant to paragraph 14.6(ii) below) is made to all the holders of issued Securities (or all such holders other than the offeror, any person controlled by the offeror and any person acting in association or concert with the offeror) and such offer becomes or is declared unconditional prior to the Expiry Date of the Exercise Period of the relevant Award, the Company shall forthwith give notice thereof to the Participant and the Participant shall be entitled to Page 16 of 21
(ii) (iii) (iv) exercise the Award to its full extent or, if the Company shall give the relevant notification, to the extent notified by the Company pursuant to Rule 14.6 at any time within such period as shall be notified by the Company; if a general offer for issued Securities by way of scheme of arrangement is made to all the holders of issued Securities and has been approved by the necessary number of holders of issued Securities at the requisite meetings, the Company shall forthwith give notice thereof to the Participant and the Participant may at any time thereafter (but before such time as shall be notified by the Company) exercise the Award to its full extent or, if the Company shall give the relevant notification, to the extent notified by the Company pursuant to Rule 14.6; if, pursuant to the Constitution, Applicable Regulations or otherwise, the Board determines to convene a General Meeting or other meeting of holders of the Company s Securities or a meeting of the Company s creditors, or a court orders such a meeting, to be held in relation to a proposed Reorganisation, the Board may give written notice to each Participant permitting the Participant to exercise the Participant s Awards before the time of the meeting; or if: (A) (B) a person becomes bound or entitled to compulsorily acquire Securities in the Company under the Constitution or Applicable Regulations; a Reorganisation is sanctioned by one or more of the following under the Constitution, Applicable Regulations or otherwise: (1) a court; (2) a General Meeting or other meeting of holders of the Company s Securities; or (3) a meeting of the Company s creditors; or (C) the Company passes a resolution for voluntary winding up or an order is made for the compulsory winding up of the Company, then the Board may give written notice to each Participant permitting the Participant to exercise the Participant s Awards within a specified period of up to 45 days after the occurrence of the relevant event. For the purpose of this Rule 14.6: (i) (ii) (iii) any references to exercising a Award shall refer to exercising that Award to the extent not already exercised, notwithstanding that the Exercise Period has not come into effect; pursuant to Rules 14.6(i) and 14.6(ii), the Company may in its discretion notwithstanding the terms of the relevant Award, at the same time as giving the notice provided for under each of those Rules, also give notice to a Participant that his or her Award may be exercised at any time within such period as shall be notified by the Company and/or to the extent (not being less than the extent to which it could then be exercised in accordance with its terms) notified by the Company; and if the Company gives notice under Rule 14.6(i) that a Award can be exercised in part only, the balance of the Award shall lapse. Page 17 of 21
If a Participant becomes entitled to exercise the Participant s Awards under this Rule 14.6 then, notwithstanding any other provision in these Rules, all Awards lapse on the expiry of the specified period allowed for exercise. (d) Subject to Rule 14.9: (i) if the Employee s employment by the Company or Group Company is terminated: 14.6.d.i.1 14.6.d.i.2 in the case of death or separation, the Awards may only be exercised within 120 days after the date of death or separation; and in the case of Retirement the Awards may only be exercised within 60 days after the date of Retirement; provided that in all the above cases any Vesting Condition or Exercise Condition or both (as applicable) for the Awards were satisfied prior to the date of termination of the Employee s employment. (ii) if the Employee s employment by the Company or Group Company is terminated for any reason other than as detailed in Rule 14.6(d)(i), the Awards may not be exercised after the date of termination. (e) (f) (g) The Directors may determine a different Exercise Period for the purpose of Rule 14.6(d) and may only determine a shorter Exercise Period if the Employee is notified in writing of such period prior to termination. Unless exercised in accordance with Rules 14.6, 14.6(d) or 14.6(e) the Awards expire on the date 3 years after the Grant Date. Upon expiry of a Award the holder will have no further entitlement or claim against the Company in respect of the Award. 14.7 Award may lapse in the case of fraud or dishonesty If, in the opinion of the Board, a Participant: has committed (or it is evident the Participant intends to commit), any act (whether by omission or commission) which amounts or would amount to any dishonesty, fraud, wilful misconduct, wilful breach of duty, serious and wilful negligence or incompetence in the performance of the Participant s duties; or is convicted of a criminal offence (other than a minor motor traffic offence or other trivial offence which does not impact on the Participant s good fame and character or ability to perform his/her duties) or is guilty of any other wilful or recklessly indifferent conduct which, in the reasonable opinion of the Board, may injure or tend to injure the reputation and/or the business or operations of the Company, the Board may declare that any unexercised Award has lapsed, and the Award lapses accordingly. 14.8 No exercise of Award on bankruptcy It is a condition precedent to the exercise of a Award that if the Participant is an individual, the Participant is not bankrupt and has not committed an act of bankruptcy or, if the Participant is deceased, the Participant s estate is not bankrupt or if the Participant is not an individual, the Participant is not insolvent or subject to a resolution or order for winding up. Page 18 of 21
14.9 Discretion to determine that Awards will not lapse Notwithstanding any other Rule, if a Participant ceases employment with the Company for any reason, or gives notice of their intention to cease employment with the Company, the Board may in its absolute discretion (on any conditions which it thinks fit) decide that some or all of the unvested Awards held by the Participant do not lapse, but lapse at the time and subject to the conditions it may specify by notice to the Participant, which may include one or more of the following: that the period to which any Vesting Condition and / or any Exercise Condition relates is reduced to a period shorter than that which would otherwise apply; that the Vesting Condition applicable to an Award be waived; and that an Award which vests in accordance with the terms and conditions specified in the notice may be exercised within the period specified in these Rules or any shorter period specified in the notice. 15. Delivery of Securities on Exercise of Awards 15.1 Allotment of Securities Subject to these Rules, upon exercise, each Award shall entitle the Participant to an allotment of one Security (whether by issue or transfer). Allotments will be undertaken on the last Business Day of each month in which a notice of exercise of Awards is received (if any). 15.2 Securities Held in Trust Securities allocated to a Participant under the ENICE Incentive Plan upon exercise of an Award may be issued or transferred to the Trustee and held in trust for the benefit of the Participant and administered according to these Rules and the Trust Deed. The Trustee may be entered in the register as the legal owner of the Securities and the Participant will retain full beneficial ownership, including all the rights attached to the Securities such as full voting and dividend rights. 15.3 Issue or transfer Securities may be acquired by the Trustee on behalf of Participants by purchasing Securities on-market the ASX or off-market or by the Company issuing Securities to the Trustee. As soon as practical after the exercise of the Award, the Company will issue or cause to be transferred to the Trustee the number of Securities comprised in each Award multiplied by the number of Awards exercised by that Participant rounded down to the nearest whole number of Securities. 15.4 Rights attaching to Securities Securities acquired under the ENICE Incentive Plan upon exercise of an Award will: be ordinary Shares or CDIs; be acquired and credited as fully paid; rank equally with all existing Shares or CDIs (as the case may be) from the date of acquisition in respect of all rights issues, bonus Security issues, dividends and other distributions to, or entitlements of, holders of existing Shares or CDIs (as the Page 19 of 21
case may be) where the record date for the relevant event is on or after the date of acquisition; and (d) be subject to any restrictions or other conditions as determined by the Board. 15.5 CDIs to be quoted on ASX The Company will apply to the ASX pursuant to the Listing Rules for the CDIs to be quoted. 16. Restricted Awards 16.1 Restrictions A Participant must not sell, transfer, mortgage, pledge, charge, grant security over or otherwise dispose of any Restricted Awards, or agree to do any of those things, during the Restriction Period. The Company may implement any procedures it considers appropriate to ensure that Restricted Awards are not disposed of during the Restriction Period, including applying a Holding Lock in respect of Shares. Without limiting its discretions under these Rules, the Board may at any time in its discretion waive or shorten the Restriction Period applicable to an Award. 16.2 Bonus issues If the Company makes a pro rata bonus issue to holders of Restricted Awards, the Securities issued to Participants under the pro rata bonus issue will be subject to the balance of the Restriction Period that applied to the Restricted Awards. 16.3 Takeovers etc If a takeover bid is made to acquire all of the issued Securities of the Company, or a scheme of arrangement, selective capital reduction or other transaction is initiated which has an effect similar to a full takeover bid for Shares in the Company, then Participants are entitled to accept the takeover bid or participate in the other transaction in respect of all or part of their Awards other than Security Awards notwithstanding that the Restriction Period in respect of such Awards has not expired. The Board may, in its discretion, waive unsatisfied Vesting Conditions in relation to some or all Awards in the event of a such a takeover or other transaction. 17. Adjustment This Rule 17 applies to Options, Performance Rights, and other Awards where the Participant may be entitled to acquire Securities in the future on exercise of the Award. 17.1 New issues of securities A Participant is not entitled to participate in a new issue of Shares or CDIs or other securities made by the Company to holders of its Shares without exercising the Awards before the record date for the relevant issue. 17.2 Bonus issues If, prior to the exercise of an Award, the Company makes a pro-rata bonus issue to the holders of its Shares (CDIs), and the Award is not exercised prior to the record date in respect of that bonus issue, the Award will, when exercised, entitle the holder to one Share (CDI) plus the number of bonus Securities which would have been issued to the holder if the Award had been exercised prior to the record date. Page 20 of 21
17.3 Other Reorganisations of capital If, prior to the exercise of an Award, the Company undergoes a Reorganisation of capital (other than by way of a bonus issue or issue for cash) the terms of the Awards of the Participant will be changed to the extent necessary to comply with the Listing Rules as they apply at the relevant time. 18. Transfer of Awards Awards issued under the Plan are not transferable except with the prior written approval of the Directors. 19. Share capital The Board shall make available sufficient authorised but unissued share capital of the Company to meet subsisting requirements on the exercise of the Awards. 20. Disputes Any dispute arising in connection with this Plan (whether as to the number of Securities, the subject of a Award, (where applicable) whether all or part of the Award has been vested, the amount of the Exercise Price or otherwise) shall be referred to the decision of the auditors or the independent financial advisor of the Company, who shall act as experts and not as arbitrators and whose decision shall be final and binding on the Participant. Page 21 of 21