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NOTES TO THE FINANCIAL STATEMENTS 31 March 2010 29. SHARE CAPITAL (continued) Shares (continued) Notes: (continued) (b) (c) During the year ended 31 March 2009, the Company repurchased 754,000 of its ordinary shares HK$0.05 each in nominal value from the market at a total consideration of approximately HK$3,989,000 (including expenses of HK$14,000). These repurchased ordinary shares were subsequently cancelled by the Company and the share premium of HK$3,951,000 has been debited to the share premium account of the Company. In addition, the Company also transferred HK$38,000, which is equivalent to the nominal value of these repurchased shares, from retained profits to the capital redemption reserve as set out in note 31(b) to the financial statements. The subscription rights attaching to 5,800,000 share options and 1,597,000 share options were exercised at the subscription price of HK$4.97 per share and HK$5.60 per share (note 30), respectively, resulting in the issue of 7,397,000 ordinary shares of HK$0.05 each in nominal value each for a total cash consideration, before expenses, of approximately HK$37,769,000. Share options Details of the Company’s share option scheme and the share options issued under the scheme are included in note 30 to the financial statements. 30. SHARE OPTION SCHEME The Company operates a share option scheme (the “Scheme”), in compliance with the requirements of Chapter 17 of the Listing Rules, for the purpose of providing incentives and rewards to eligible participants who contribute to the success of the Group’s operations. Eligible participants of the Scheme include the Company’s directors, including independent non-executive directors, and other employees of the Group. The Scheme became effective on 28 August 2002 and will remain in force for 10 years from that date. The maximum number of share options permitted to be granted under the Scheme was an amount equivalent, upon their exercise, to 10% of the shares of the Company in issue at any time. The maximum number of shares issuable under share options to each eligible participant in the Scheme within any 12-month period is limited to 1% of the shares of the Company in issue at any time. Any further grant of share options in excess of this limit is subject to shareholders’ approval in a general meeting. 29. (b) (c) 3,989,000 14,0000.05 754,000 3,951,000 38,000 31(b) 5,800,0001,597,000 4.975.60 30)7,397,000 0.05 37,769,000 30 30. 17 10% 1% TEXWINCA HOLDINGS LIMITED ANNUAL REPORT 2010 103
NOTES TO THE FINANCIAL STATEMENTS 31 March 2010 TEXWINCA HOLDINGS LIMITED ANNUAL REPORT 2010 30. SHARE OPTION SCHEME (continued) Share options granted to a director, chief executive or substantial shareholder of the Company, or to any of their associates, are subject to approval in advance by the independent non-executive directors. In addition, any share options granted to a substantial shareholder or an independent non-executive director of the Company, or to any of their associates, in excess of 0.1% of the shares of the Company in issue at any time or with an aggregate value (based on the price of the Company’s shares at the date of the grant) in excess of HK$5,000,000, within any 12-month period, are subject to shareholders’ approval in advance in a general meeting. The offer of a grant of share options may be accepted within 28 days from the date of the offer upon payment of a nominal consideration of HK$1 in total by the grantee. The exercise period of the share options granted is determinable by the directors but is not more than ten years from the date of grant. The exercise price of share options is determinable by the directors, but may not be less than the highest of (i) the Stock Exchange closing price of the Company’s shares on the date of the offer of the share options; (ii) the average Stock Exchange closing price of the Company’s shares for the five trading days immediately preceding the date of offer; and (iii) the nominal value of a share. Share options do not confer rights on the holders to dividends or to vote at shareholders’ meetings. The following share options were outstanding under the Scheme at the end of the reporting period: Weighted average exercise price 30. 2010 0.1% 5,000,000 28 1 (i) (ii) (iii) Number of options Weighted average exercise price 2009 Number of options HK$ per share ‘000 HK$ per share ‘000 At beginning of year 5.27 47,937 5.28 48,770 Exercised during the year 5.11 (7,397) 5.56 (833) Forfeited during the year 5.60 (50) – – At end of year 5.30 40,490 5.27 47,937 104
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CONTENTS 02 Corporate Information
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CORPORATE INFORMATION HEAD OFFICE
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FINANCIAL AND OPERATIONAL HIGHLIGHT
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MANAGEMENT’S DISCUSSION AND ANALY
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REPORT OF THE DIRECTORS The board
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REPORT OF THE DIRECTORS SHARE CAPI
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REPORT OF THE DIRECTORS BIOGRAPHIC
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REPORT OF THE DIRECTORS DIRECTORS
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REPORT OF THE DIRECTORS SHARE OPTI
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REPORT OF THE DIRECTORS SHARE OPTI
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REPORT OF THE DIRECTORS SUBSTANTIA
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REPORT OF THE DIRECTORS CONTINUING
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CORPORATE GOVERNANCE REPORT INDEPE
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CORPORATE GOVERNANCE REPORT NOMINA
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CORPORATE GOVERNANCE REPORT INVEST
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INDEPENDENT AUDITORS’ REPORT An
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CONSOLIDATED STATEMENT OF COMPREHEN
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CONSOLIDATED STATEMENT OF FINANCIAL
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CONSOLIDATED STATEMENT OF CHANGES I
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CONSOLIDATED STATEMENT OF CASH FLOW
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COMPANY STATEMENT OF FINANCIAL POSI
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NOTES TO THE FINANCIAL STATEMENTS
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Page 54 and 55: NOTES TO THE FINANCIAL STATEMENTS
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