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Untitled - Swissco Holdings Limited

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DIRECTORS’ REPORT<br />

Share Options (continued)<br />

(a)<br />

<strong>Swissco</strong> Share Option Scheme (continued)<br />

An employee who is a controlling shareholder of the Company or an associate of a controlling<br />

shareholder shall be eligible to participate in the Scheme if (a) his participation in the Scheme and<br />

(b) the actual number and terms of the options to be granted to him have been approved by the<br />

independent shareholders of the Company in separate resolutions for each such person. The total<br />

number of Scheme shares to be offered to the controlling shareholders and their associates shall<br />

not during the entire operation of the Scheme exceed 25 per cent of the Scheme Limit and the<br />

total number of shares to be offered to a participant who is a controlling shareholder or an associate<br />

of a controlling shareholder shall not during the entire operation of the Scheme exceed 10% of the<br />

Scheme Limit.<br />

The subscription price for each Scheme share shall be the average of the last dealt prices of the<br />

shares on the SGX-SESDAQ for the 5 consecutive market days immediately preceding the Date of<br />

Grant in relation to an option granted to an employee or a director of the Group who is not a<br />

controlling shareholder or an associate of a controlling shareholder.<br />

In relation to an option granted to a person who is a controlling shareholder or an associate of a<br />

controlling shareholder, the subscription price for each Scheme share shall be equal to the average<br />

of the last dealt prices for the Company’s share for the 5 consecutive market days immediately<br />

preceding the latest practicable date prior to the date of any circular, letter or notice to the<br />

shareholders proposing to seek their approval of the grant of such options to such controlling<br />

shareholder or, as the case may be, such associate.<br />

Offers of options made to grantees, if not accepted by the grantees within 30 days will lapse. The<br />

Scheme shall continue in operation for a maximum of 10 years commencing on the date which<br />

the Scheme is adopted by the Company in general meeting, unless otherwise extended by the<br />

shareholders by ordinary resolution in general meeting.<br />

On 15 March 2005 and 29 April 2005, options on 565,000 and 600,000 shares with an exercise price<br />

of $0.256 and $0.244 per ordinary share respectively were granted pursuant to the Scheme (“2005<br />

Options”). The 2005 Options are exercisable from 15 March 2006 and 29 April 2006 and expire on<br />

15 March 2015 and 29 April 2015 respectively. They include the options granted to the directors of<br />

the Company for the number of shares as set out below:<br />

Options granted for financial<br />

Name of director year ended 31.12.2005<br />

Yeo Chong Lin 300,000<br />

Alex Yeo Kian Teong 300,000<br />

Phillip Chan Yee Foo 80,000<br />

Chiang Hai Ding 80,000<br />

Rohan Kamis 80,000<br />

Yeo Chong Lin and Alex Yeo Kian Teong are controlling shareholders of the Company.<br />

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