Hao Tian Resources Group Ltd. Announcements and ... - TodayIR.com

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.
HAO TIAN RESOURCES GROUP LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 00474)
ADOPTION OF SHARE AWARD SCHEME
The Board is pleased to announce that it has adopted the Scheme on 27 September 2013 as
an incentive to retain employees and to attract suitable talents for the continual operation
and future development and expansion of the Group. Pursuant to the Scheme Rules, new
Shares underlying the Awards will be issued and allotted to the Grantees by the Company at
the cost of the Company at the end of each vesting period.
The number of Shares to be awarded under the Scheme is limited to one per cent. of the
aggregate nominal amount of the share capital of the Company in issue as at the date of
passing of the issue mandate at the annual general meeting of the Company for a financial
year during the term of the Scheme.
ADOPTION OF THE SCHEME
On 27 September 2013, the Board has adopted the Scheme, pursuant to which, new Shares
underlying the Awards will be issued and allotted to the Grantees by the Company at the cost
of the Company at the end of each vesting period in accordance with the Scheme Rules.
The Board will implement the Scheme in accordance with the Scheme Rules, including
providing necessary funds for the issue and allotment of new Shares during the term of the
Scheme.
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SUMMARY OF THE SCHEME RULES
A summary of the Scheme Rules is set out below:
Purposes and Objectives
To recognise the contributions by certain employees of the Group and to give incentives
to retain employees and to attract suitable talents for the continual operation and future
development and expansion of the Group.
Administration
The Scheme shall be subject to the administration of the Board in accordance with the Scheme
Rules. The Board shall have the right to, among others:
(a) appoint an trustee to assist with the administration, exercise and vesting of Awards
granted under the Scheme;
(b)
appoint any of the Directors or a sub-committee of the Board comprising the members of
the remuneration committee of the Board and senior management of the Company which
shall include the chief executive officer, the chief financial officer, the head of human
resources department, delegated with the power and authority by the Board to administer
the Scheme; and
(c)
make such other decisions or determination as it shall deem appropriate provided that
the same are not inconsistent with the provisions of the Scheme and the Listing Rules.
Duration
Unless early terminated by the Board, the Scheme shall be valid and effective for a term of ten
years commencing on the Adoption Date.
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Scheme Limit
The Board shall not make any further award of Shares which will result in the number
of Shares awarded by the Board under the Scheme to be in excess of one per cent. of the
aggregate nominal amount of the share capital of the Company in issue as at the date of
passing of the issue mandate at the annual general meeting of the Company for a financial
year during the term of the Scheme.
The aggregate value of Shares which may be subject to Award(s) to a Grantee at any one time
shall not exceed HK$5,000,000 as at the date of such Award (based on the closing price of the
Shares on the Business Day immediately preceding the date of Award).
The number of new Shares to satisfy Awards granted shall be allotted and issued by the
Board by obtaining a separate Shareholders’ approval at a general meeting of the Company or
utilising the general mandate granted by Shareholders at a general meeting of the Company
from time to time.
The Company will apply to the Stock Exchange for the grant of listing of, and permission to
deal in, such new Shares to be issued and allotted as soon as practicable after any grant of
Awards.
Restrictions on Awards
No Award shall be made to any Participant where (i) there is a price sensitive event in relation
to the securities of the Company until such price sensitive information has been published
in accordance with the Listing Rules; or (ii) during the period commencing from one month
immediately preceding the date of the meeting of the Board for the approval of the Company’s
financial results or the deadline for publication of the Company’s financial results; (iii)
where granting of any Award would result in a breach by the Group or any of their respective
directors of any applicable securities laws, rules or regulations; (iv) where granting of any
Award would result in a breach of the Scheme Limit; or (v) in any circumstances which
are prohibited under the Listing Rules or where the requisite approval from any applicable
regulatory authorities has not been granted.
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Operation
Subject to the Scheme Rules, the Board may, from time to time at its absolute discretion,
select any Participant and offer to grant to such Participant an Award and determine, among
other things, (i) the value and the number of Shares underlying the Award (or if the value and/
or number of Shares is not available, the methodology by which that is calculated), (ii) the
vesting criteria and conditions, (iii) the vesting schedule, and (iv) such other terms which may
be imposed or not imposed either on a specific Award or generally, provided such terms shall
not be inconsistent with any other terms and conditions of the Scheme.
Vesting and Lapse of Awards
The Board may determine other specific vesting criteria, conditions and the time when the
Awards shall vest, but the Offer Date and the vesting date must be at least six months, save for
Awards granted to employees of the Group.
An Award will vest or lapse partially or in full in accordance with the Scheme Rules upon
occurrence of certain events:
(a) a general offer by way of voluntary offer, takeover or otherwise is made to all the
Shareholders and such offer becomes or is declared unconditional;
(b)
a general offer for Shares by way of scheme of arrangement is made to all the
Shareholders and has been approved by the necessary number of Shareholders at the
requisite meetings;
(c)
a compromise or arrangement between the Company and the Shareholders and/or the
creditors of the Company is proposed for the purposes of or in connection with a scheme
for the reconstruction of the Company or its amalgamation with any other company or
companies;
(d)
a notice is given by the Company to the Shareholders to convene a general meeting for
the purposes of considering and, if thought fit, approving a resolution to voluntarily
wind-up the Company; or
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(e)
the employment or service between the Grantee and the Company or any of its
Subsidiaries is terminated (by reason of resignation, retirement, death, disability or
non-renewal of the employment or service agreement upon its expiration or otherwise
due to other causes specified in the Scheme Rules).
Awards to Directors
Where any Award is proposed to be granted to a Director, it shall not be granted on any day on
which the Company’s financial results are published and during the period of:
(a)
60 days immediately preceding the publication date of the annual results or, if shorter,
the period from the end of the relevant financial year up to the publication date of the
results; and
(b)
30 days immediately preceding the publication date of the quarterly results (if any) and
half-year results or, if shorter, the period from the end of the relevant quarterly or halfyear
period up to the publication date of the results.
Awards to Connected Persons
Where any Award is proposed to be granted to any Director, chief executive or substantial
Shareholder of the Company, or any of their respective associates, shall be subject to:–
(a)
the prior approval of the independent non-executive Directors (excluding the
independent non-executive Director who is the proposed Grantee of the Award in
question); and
(b) compliance with the requirements of the Listing Rules, including where necessary the
prior approval of the Shareholders.
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Awards to Employees
Where the contract of employment of an employee of the Group provides for part of the
remuneration is being satisfied by the issue and allotment of Shares under the Scheme, such
Participants (the “Eligible Employees”) are entitled to participate in the Scheme and the
Board shall determine the number of Shares or the methodology by which the number of
Shares is calculated by reference to (i) the monthly salary of the Eligible Employee; (ii) the
average closing price of the Shares as stated in the daily quotation sheets issued by the Stock
Exchange for the five trading days immediately preceding the relevant Offer Date; and (iii)
the duration of employment of the Eligible Employee between the relevant Offer Date and the
previous Offer Date. The Board shall grant Awards to the Eligible Employees every twelve
months. The Board may decide in its absolute discretion to pay the Eligible Employees in cash
an amount which is equivalent to the value of the Shares as at the Offer Date.
Alteration and Termination
The Scheme may be amended in any respect by a resolution of the Board provided that no
such amendment shall operate to affect adversely any subsisting rights of any Grantee. The
Scheme shall commence on the Adoption Date and shall (unless previously terminated by a
resolution of the Board) terminate upon the expiry of the ten years period or such earlier date
of termination as the Board may determine. Any termination shall be without prejudice to any
subsisting rights of any Grantee. No further Award shall be granted upon termination.
LISTING RULES IMPLICATIONS
The Scheme does not constitute a share option scheme or an arrangement analogous to a
share option scheme for the purpose of Chapter 17 of the Listing Rules, and is a discretionary
award scheme of the Company. Nevertheless, the Company will make voluntary disclosures
in respect of the Scheme and the Awards so as to allow Shareholders to continue to receive
relevant and appropriate information on matters that would affect the share structure of the
Company.
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For the grant of Awards to Grantees who are connected persons, the prior approval of the
independent non-executive Directors (excluding the independent non-executive Director
who is the proposed Grantee of the Award in question) at duly convened Board meetings
and the Company will comply with the relevant provisions of the Listing Rules in relation to
reporting, announcement and independent Shareholders’ approval requirements.
DEFINITIONS
In this announcement, unless the context otherwise requires, the words and expressions below
shall have the following meanings when used herein:
“Adoption Date”
27 September 2013, being the date on which the Board
adopted the Scheme
“associate(s)”
has the meaning ascribed thereto under the Listing
Rules
“Awards”
an award granted under the Scheme in the form of RUS
“Board”
the board of Directors
“Business Day”
a day (except a Saturday or Sunday) on which banks
are generally open for business in Hong Kong
“Company”
Hao Tian Resources Group Limited, a company
incorporated in the Cayman Islands with limited
liability, the Shares of which are listed on the Main
Board of the Stock Exchange
“connected person(s)”
has the meaning ascribed to it in the Listing Rules
“Director(s)”
the director(s) of the Company
“Grantee(s)”
any Participant who accepts an offer of Award in
accordance with the Scheme Rules
“Group”
the Company and its Subsidiaries
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“Hong Kong”
the Hong Kong Special Administrative Region of the
PRC
“Listing Rules”
The Rules Governing the Listing of Securities on the
Stock Exchange
“Participants”
any individual being a director (including executive,
non-executive director and independent non-executive
director), employee, officer, agent or consultant of the
Company or any of its Subsidiary or any other person
as determined by the Board who the Board considers,
in its absolute discretion, have contributed or will
contribute to the Group
“Offer Date”
in respect of an Award, the date on which an offer is
made to a Participant, which must be a Business Day
“PRC”
the People’s Republic of China
“RUS”
a restricted share unit, being a contingent right to
receive the underlying Shares which is granted under
the Scheme
“Shareholder(s)”
holder(s) of the Share(s)
“Share(s)”
ordinary share(s) of HK$0.05 each in the share capital
of the Company
“Scheme”
the share award scheme adopted by the Board whereby
awards of Shares may be made by the Board to the
Participants pursuant to the Scheme Rules
“Scheme Rules”
the rules constituting the Scheme and adopted by the
Board
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
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“Subsidiary(ies)”
subsidiary(ies) (within the meaning of the Listing
Rules, whether incorporated in Hong Kong or
elsewhere) of the Company
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“%” per cent.
By Order of the Board of
Hao Tian Resources Group Limited
Zhiliang Ou
Executive Director
Hong Kong, 27 September 2013
As at the date of this announcement, the Board comprises three executive Directors, namely
Mr. Xu Hai Ying, Dr. Zhiliang Ou, JP (Australia) and Mr. Fok Chi Tak and three independent
non-executive Directors, namely Mr. Chan Ming Sun Jonathan, Mr. Ma Lin, and Mr. Lam
Kwan Sing.
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