Annual Report 2009 - Greentown China Holdings Limited

Report of the
Directors
(4) A controlled corporation of Mr SHOU Bainian, duplicate
to those disclosed in the section “Directors’ and Chief
Executive’s Interests in Securities” above.
(5) Ms RUAN Yiling held deemed interest in 100,000,000(L)
Shares held by Tandellen Group Limited, a controlled
corporation 50% owned by her and 50% owned by her
spouse, Mr LUO Zhaoming, and deemed interest in
15,000,000(L) share options held by her spouse, Mr LUO
Zhaoming.
(6) A controlled corporation of Mr LUO Zhaoming, duplicate
to those disclosed in the section “Directors’ and Chief
Executive’s Interests in Securities” above.
(7) Lehman Brothers Holdings Inc. held interest in a total of
101,400,450(L) Shares and 31,868,575(S) Shares by virtue
of its control over the following corporations, which held
direct interests in the Company:
• Lehman Brothers Commercial Corporation Asia
Limited held 10,768,010(L) Shares. Lehman
Brothers Commercial Corporation Asia Limited
was 50% owned by LBCCA Holdings I LLC and
50% owned by LBCCA Holdings II LLC. LBCCA
Holdings I LLC and LBCCA Holdings II LLC were
respectively wholly-owned by Lehman Brothers
Holdings Inc.
• Lehman Brothers International (Europe) held
34,157,882(L) Shares and 23,917,500(S) Shares.
Lehman Brothers International (Europe) was
wholly-owned by Lehman Brothers Holdings Inc.
• Lehman Brothers Inc. held 2,009,575(L) Shares
and 2,009,575(S) Shares. Lehman Brothers Inc.
was wholly-owned by Lehman Brothers Holdings
Inc.
• Lehman Brothers Finance S.A. held 54,464,983(L)
Shares and 5,941,500(S) Shares. Lehman Brothers
Finance S.A. was wholly-owned by Lehman
Brothers Holdings Inc.
Among the entire interest of Lehman Brothers Holdings
Ltd. in the Company, 35,065,892(L) Shares and
3,773,000(S) Shares were held through derivatives as
follows:
• 35,065,892(L) Shares through physically settled
derivatives (off exchange)
Other than the interests disclosed above, the Company
has not been notified of any other notifiable interests or
short positions in the Shares or underlying Shares of the
Company as at 31 December 2009.
Share Option Scheme
The Company’s Share Option Scheme was adopted
pursuant to the shareholders’ resolution passed on 22
June 2006 for the primary purpose of providing incentives
and/or reward to directors and employees of the Group
and will expire on 21 June 2016. Under the Share Option
Scheme, the Board may grant share options to eligible
employees, including directors of the Company and its
subsidiaries, to subscribe for Shares in the Company.
The total number of Shares in respect of which share
options may be granted under the Scheme is not
permitted to exceed 10% of the Shares of the Company
in issue at any point of time, without prior approval from
the Company’s shareholders. The number of Shares
issued and to be issued in respect of which share options
granted and may be granted to any individual in any
one year is not permitted to exceed 1% of the Shares of
the Company in issue at any point of time, without prior
approval from the Company’s shareholders. Share options
granted to independent non-executive directors and
substantial shareholders of the Company in excess of 0.1%
of the Company’s share capital or with a value in excess
of HK$5,000,000 must be approved in advance by the
Company’s shareholders.
Share options may be exercised at any time from the date
of grant of the share option to the expiry of the Share
Option Scheme, unless otherwise specified in the Scheme.
The exercise price is determined by the Board, and will
not be less than the higher of (i) the closing price of the
Shares of the Company as stated in the Stock Exchange’s
daily quotations sheet on the date of grant; (ii) the
average of the closing prices of the Shares of the Company
as stated in the Stock Exchange’s daily quotation sheets
for the five business days immediately preceding the date
of grant; and (iii) the nominal value of the Shares of the
Company. Detailed terms of the Share Option Scheme
should be referred to note 35 to the consolidated financial
statements.
• 173,000(S) Shares through physically settled
derivatives (off exchange)
• 3,600,000(S) Shares through cash settled
derivatives (off exchange)
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Greentown China Holdings Limited Annual Report 2009