Man Wah : Announcements and Notices - Grant of Share Options

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 f

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.

GRANT OF SHARE OPTIONS GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 17.06A of the Listing Rules.

The Board announces that on the Date of Grant, the Remuneration Committee resolved to grant a total of 1,200,000 Share Options to an executive Director of the Company, Mr. Alan Marnie and the President of Man Wah (USA) Inc., a wholly-owned subsidiary of the company, Mr. William Guy Ray, subject to acceptance by the Grantees and the rules under the Share Option Scheme. The Grantees are entitled, subject to the terms and conditions of grant and upon exercise, to subscribe for a total of 1,200,000 Shares, representing approximately 0.0624% of the 1,922,630,800 Shares in issue as at the Date of Grant.

Each Share Option shall entitle the Grantees to subscribe for one Share upon exercise of such Share Option at a subscription price of HK$10.46 per Share.

This announcement is made pursuant to Rule 17.06A of the Rules Governing the Listing of Securities ("Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange").

The board (the "Board") of directors ("Directors") of Man Wah Holdings Limited (the "Company" together with its subsidiaries, the "Group") announces that on 26 May 2015 ("Date of Grant"), the remuneration committee of the Company ("Remuneration Committee") resolved to grant a total of 1,200,000 share options (the "Share Options") to an executive Director of the Company, Mr. Alan Marnie and the President of Man Wah (USA) Inc., a wholly-owned subsidiary of the company, (the "Grantees"), Mr. William Guy Ray, subject to acceptance of the Grantees and under the rules of the share option scheme ("Share Option Scheme") of the Company adopted on 5 March 2010. The Grantees are entitled, subject to the terms and conditions of grant and upon exercise, to subscribe for total of 1,200,000ordinary shares with nominal value of HK$0.40 per share (the "Shares") in the capital of the Company, representing approximately 0.0624% of the 1,922,630,800 Shares in issue as at the Date of Grant. A summary of such grant is set out below:

Date of Grant : 26 May 2016

Exercise price of Share Options granted

: HK$10.46 per Share, which represents the highest of (i) the closing price of HK$10.46 per Share as stated in the daily quotations sheet of the Stock Exchange on 26 May 2016, being the Date of Grant; (ii) the average closing price of HK$9.21 per Share as stated in the daily quotations sheet of the Stock Exchange for the five business days immediately preceding the Date of Grant; and (iii) HK$0.40, the nominal value of the Share on the Date of Grant.

Number of Share Options granted

: a total of 1,200,000 Share Options

Closing price of the Shares on the Date of Grant

: HK$10.46 per Share

Validity period of the Share Options and vesting condition

: The validity period shall be from 26 May 2018 to 25 May 2020 (both days inclusive)

The Grantees are entitled to exercise such maximum number of Share Options granted to them as prescribed for that exercisable period (excluding the outstanding and unexercised Share Options granted in the preceding exercisable period, if any). Outstanding and unexercised Share Options at the end of the exercisable period shall lapse at the expiry of that exercisable period and are not allowed to be rolled over to the next exercisable period.

Above total of 200,000 Share Options were granted to the following executive Directors:

Name of Director Position(s) held with the Company Number of Share Options

Mr. Alan Marnie Executive Director 200,000

Each Share Option shall entitle the Grantees to subscribe for one Share upon exercise of such Share Option at a subscription price of HK$10.46 per Share.

The grant of Share Options to the Grantees have been approved by the Remuneration Committee in accordance with Rule 17.04(1) of the Listing Rules and the rules of the Share Option Scheme.

By Order of the Board

Man Wah Holdings Limited Wong Man Li

Chairman

Hong Kong, 26 May 2016

As at the date of this announcement, the executive Directors are Mr. Wong Man Li, Ms. Hui Wai Hing, Mr. Wang Guisheng, Mr. Alan Marnie, Mr. Dai Quanfa and Ms. Wong Ying Ying; the non-executive Director is Mr. Xie Fang, and the independent non-executive Directors are Mr. Chau ShingYim, David, Mr. Lee Teck Leng, Robson, Mr. Ong Chor Wei and Mr. Kan Chung Nin, Tony.