Annual Report 2011 - Goodbaby International Holdings Limited

pursuant to which each of the Covenantors has
separately undertaken to the Company that she/
he/it shall not and will procure that her/his/its
associates shall not, among other matters,
directly or indirectly engage, participate, or hold
any right or interest in, or otherwise be involved
in any business which is or may be in competition
with the businesses of the Company and its
subsidiaries (in existence from time to time).
Details of the Deed of Non-Competition were
disclosed in the Company’s prospectus for global
offering dated 11 November 2010 (the
“Prospectus”) under the section headed
“Relationship with Our Controlling Shareholders”.
Each of the Covenantors has provided an annual
declaration on his/her/its compliance with the
undertakings contained in the Deed of Non
Competition undertaken by them. The
independent non-executive Directors have
reviewed and were satisfied that each of the
Covenantors has complied with the Deed of Non-
Competition for the year ended 31 December
2011.
SHARE OPTION SCHEME
On 5 November 2010, the Company adopted a
share option scheme (“Share Option Scheme”)
whereby the Board of Directors can grant options
for the subscription of the Company’s shares to
any full-time or part-time employees, executives
or officers of the Company or any of its
subsidiaries, any directors (including nonexecutive
and independent non-executive
directors) of the Company or any of its
subsidiaries and advisers, consultants, suppliers,
customers, agents and such other persons who in
the sole opinion of the Board will contribute or
have contributed to the Company or any of its
subsidiaries as described in the Share Option
Scheme as incentives or rewards for their
contribution to the Group for the purpose of
/ 53
motivating the eligible participants to optimize
their performance efficiency for the benefit of the
Group; and attracting and retaining or otherwise
maintaining on-going business relationship with
the eligible participants whose contributions are
or will be beneficial to the long-term growth of
the Group.
Since the Share Option Scheme was adopted, no
options have been granted as at 31 December
2011. Up to the date of this report, the Company
has granted to certain eligible participants,
subject to their acceptance, a total of 30,551,000
options on 3 January 2012.
As at 31 December 2011, the total number of
shares available for issue under the Share Option
Scheme was 100,000,000 shares, which
represented 10% of the shares in issue as at the
date of this annual report.
The options issued pursuant to the Share Option
Scheme will expire no later than 10 years from the
date of grant of the option.
For any options granted to Directors, chief
executives or substantial shareholders of the
Company, or any of their respective associate,
options to be granted to any of these persons
shall be approved by the independent nonexecutive
Directors (excluding any independent
non-executive Director who is the proposed
grantee of options). Where any option granted to
a substantial shareholder or an independent nonexecutive
Director, or any of their respective
associates, would result in the shares issued or to
be issued upon exercise of all options already
granted and to be granted to such person in the
12 month period, (i) representing in aggregate
over 0.1% of the shares in issue on the date of
such grant; and (ii) having an aggregate value,
based on the closing price of the shares, in excess
of HK$5 million, such grant of options shall be
subject to prior approval by resolutions of the
shareholders (voting by way of poll).