CHINA AGRI-INDUSTRIES HOLDINGS LIMITED 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.
This announcement is made pursuant to Chapter 17 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the 'Listing Rules').
The board of directors (the 'Board') of China Agri-Industries Holdings Limited (the 'Company') announces that on 4 December 2015, the Company granted a total of 134,500,000 share options (the 'Options') to certain eligible participants (the 'Grantees'), subject to acceptance of the Grantees, under the Company's share option scheme adopted on 12 January 2007 and as amended on 25 May 2010 (the 'Scheme') (the '2015 Grant'). The Options shall entitle the Grantees to subscribe for a total of 134,500,000 shares (the 'Shares') of the Company. A summary of such grant is set out below:
Date of grant : 4 December 2015
Exercise price of Options granted : HK$2.85 per share
Number of Options granted : 134,500,000 Shares Closing price of the Shares on the date of grant : HK$2.85 per share
Validity period of the Options : five years but subject to the following vesting schedule
A Grantee shall hold his/her Options for a minimum period of two years from the date of grant before an Option can be exercised. Subject to the fulfillment of certain conditions (including certain performance targets), the Options may be exercised in accordance with the following vesting schedule (subject to the Company's shareholders' approval):
Periods | Percentage of an Option which may be exercised |
Upon and after the second anniversary of the grant but no later than the third anniversary of the grant | 33% |
Upon and after the third anniversary of the grant but no later than the fourth anniversary of the grant | 66% |
Upon and after the fourth anniversary of the grant but no later than the fifth anniversary of the grant | 100% |
Among the Options granted above, 2,350,000 Options were granted to the directors and chief executive of the Company, with details as follows:
Name | Position(s) held with the Company | Number of Options |
YUE Guojun | Executive Director and Managing Director | 1,200,000 |
SHI Bo | Executive Director | 1,150,000 |
Save as disclosed herein, the Grantees are not a director, chief executive, substantial shareholder of the Company or their associate(s) (as defined in the Listing Rules) of any of them.
The Board has proposed to amend the Scheme for the purpose of incorporating a new vesting schedule which is only applicable to the 2015 Grant. The proposed amendments are as follows:
Under Clause 7.3 of the Scheme, an Option shall be subject to the following vesting schedule (the 'Existing Vesting Schedule'):
Periods | Percentage of an Option which may be exercised |
Upon and after the second anniversary of the grant but no later than the third anniversary of the grant | 20% |
Upon and after the third anniversary of the grant but no later than the fourth anniversary of the grant | 40% |
Upon and after the fourth anniversary of the grant but no later than the fifth anniversary of the grant | 60% |
Upon and after the fifth anniversary of the grant but no later than the sixth anniversary of the grant | 80% |
Upon and after the sixth anniversary of the grant but no later than the seventh anniversary of the grant | 100% |
It is proposed to add the following vesting schedule which is only applicable to the 2015 Grant as Clause 7.3A of the Scheme (the 'New Vesting Schedule'):
Periods | Percentage of an Option which may be exercised |
Upon and after the second anniversary of the grant but no later than the third anniversary of the grant | 33% |
Upon and after the third anniversary of the grant but no later than the fourth anniversary of the grant | 66% |
Upon and after the fourth anniversary of the grant but no later than the fifth anniversary of the grant | 100% |
The proposed amendments in relation to the New Vesting Schedule (the 'Proposed Amendments') will be subject to the shareholders' approval of the Company. The Proposed Amendments will be proposed for the Company's shareholders' consideration at the forthcoming annual general meeting to be held around early June 2016 (the '2016 AGM'). The Grantees under the 2015 Grant will abstain from voting on the Proposed Amendments in the 2016 AGM. A circular for the 2016 AGM, containing, among other things, the relevant information of the Proposed Amendments, is expected to be despatched to the shareholders around April 2016.
As disclosed above, the Options granted under the 2015 Grant shall vest in accordance with the New Vesting Schedule, subject to the shareholders' approval of the Proposed Amendments at the 2016 AGM. In the event that the Proposed Amendments are not approved at the 2016 AGM, those Options will still be valid, but shall vest in accordance with the Existing Vesting Schedule instead.
By Order of the Board
China Agri-Industries Holdings Limited CHI JingtaoChairman
Hong Kong, 4 December 2015
As at the date of this announcement, the Board comprises: Mr. CHI Jingtao as chairman of the Board and executive director; Mr. YUE Guojun and Mr. SHI Bo as executive directors; Mr. NING Gaoning, Mr. YU Xubo and Mr. MA Wangjun as non-executive directors; and Mr. LAM Wai Hon, Ambrose, Mr. Patrick Vincent VIZZONE and Mr. ONG Teck Chye as independent non-executive directors.
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