ANNUAL%20REPORT%202015%20eng

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Directors’ Report Notes: 1. The Share Options are subject to vesting scale in four tranches of 25% each. The exercise periods are as follows: (1) first 25% of the Share Options granted – 12 October 2012 to 12 October 2019 (2) second 25% of the Share Options granted – 12 October 2013 to 12 October 2019 (3) third 25% of the Share Options granted – 12 October 2014 to 12 October 2019 (4) fourth 25% of the Share Options granted – 12 October 2015 to 12 October 2019 2. The Share Options are subject to vesting scale in three tranches. The exercise periods are as follows: (1) first 25% of the Share Options granted – 28 November 2013 to 28 November 2020 (2) second 25% of the Share Options granted – 28 November 2014 to 28 November 2020 (3) third 50% of the Share Options granted – 28 November 2015 to 28 November 2020 3. The Share Options are subject to vesting scale in four tranches of 25% each. The exercise periods are as follows: (1) first 25% of the Share Options granted – 10 June 2015 to 10 June 2020 (2) second 25% of the Share Options granted – 10 June 2016 to 10 June 2020 (3) third 25% of the Share Options granted – 10 June 2017 to 10 June 2020 (4) fourth 25% of the Share Options granted – 10 June 2018 to 10 June 2020 4. As a result of the rights issue completed on 29 December 2014, the exercise prices and the number of the shares falling to be issued upon full exercise of the outstanding Share Options were adjusted in accordance with the Option Adjustments with effect from 1 January 2015. Please refer to the 2014 Annual Report of the Company for details. Treatment of lapse of the share options Pursuant to the Share Option Scheme, in the event that an employee ceases to be an employee of the Company before exercising the option in full, the option (to the extent not already exercised) shall lapse on the date of cessation or termination and not be exercisable unless the Directors otherwise determine. The offer letter to grantees also states that any option shares that have not yet vested according to the vesting scales shall be considered “Unvested Shares”, and upon cessation of employment or services on behalf of the Company for any reason, no further vesting of the option will occur and any unvested portion of the option will terminate. The Directors determined that in the event that an employee ceases to be an employee of the Company before exercising the option in full, only unvested Share Options (but not all the outstanding Share Options) will lapse effective from 1 August 2013. EQUITY-LINKED AGREEMENTS Save as disclosed under the section headed “Share Option Scheme” above, for the year ended 31 December 2015, the Company has not entered into any equity-linked agreement. Annual Report 2015 101
Directors’ Report RIGHTS TO PURCHASE SHARES OR DEBENTURES OF DIRECTORS AND CHIEF EXECUTIVE Save as disclosed under the section headed “Share Option Scheme” above, at no time during the year ended 31 December 2015 had the Company or any of its subsidiaries or any fellow subsidiaries entered into any arrangement which enables the Directors or chief executive to have the right to acquire benefits by means of acquisition of shares or debentures in the Company or any associated corporations. SUBSTANTIAL SHAREHOLDERS’ INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES As at 31 December 2015, so far as was known to any Director or chief executive of the Company and based on the information publicly available, shareholders (other than a Director or chief executive of the Company) who had an interest or short position in the shares or underlying shares of the Company as recorded in the register required to be kept pursuant to section 336 of the SFO were as follows: Table 27. Interest in the Shares and underlying Shares Name of substantial shareholder Nature of interest Ordinary shares of USD0.01 each Total number of Shares held Approximate percentage of total issued share capital MCS Mining Group Limited (Note 1) Beneficial owner 3,231,593,984 (L) 34.89% 2,815,457,053 (S) 30.40% MCS (Mongolia) Limited (Note 1) Interest of controlled corporation 3,231,593,984 (L) 34.89% 2,815,457,053 (S) 30.40% MCS Global Limited (Note 1) Interest of controlled corporation 3,231,593,984 (L) 34.89% 2,815,457,053 (S) 30.40% MCS Holding LLC (Note 1) Interest of controlled corporation 3,231,593,984 (L) 34.89% 2,815,457,053 (S) 30.40% Novel Holdings Group Limited (Note 1) Interest of controlled corporation/ 3,693,241,531 (L) 39.87% Beneficial owner 2,815,457,053 (S) 30.40% Trimunkh Limited (Note 1) Interest of controlled corporation/ 3,497,356,251 (L) 37.76% Beneficial owner 2,921,761,960 (S) 31.54% Ms. Batmunkh Dashdeleg (Note 1) Interest of spouse 3,693,241,531 (L) 39.87% 2,815,457,053 (S) 30.40% Ms. Munkhsuren Surenkhuu (Note 1) Interest of spouse 3,497,356,251 (L) 37.76% 2,921,761,960 (S) 31.54% Kerry Mining (UHG) Limited (“KMUHG”) (Note 2) Beneficial owner 750,000,000 (L) 8.10% KMM (Note 2) Interest of controlled corporation 750,000,000 (L) 8.10% Fexos Limited (“Fexos”) (Note 2) Interest of controlled corporations 756,890,120 (L) 8.17% Kerry Holdings Limited (“KHL”) (Note 2) Interest of controlled corporations 756,890,120 (L) 8.17% Kerry Group Limited (“KGL”) (Notes 2 and 3) Interest of controlled corporations 1,197,461,111 (L) 12.93% Trade and Development Bank of Mongolia Beneficial owner 507,749,999 (L) 5.48% (L) - Long position (S) - Short position 102 Annual Report 2015
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(Incorporated in the Cayman Islands
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Company Profile Mongolian Mining Co
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Corporate Information BOARD OF DIRE
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Directors and Senior Management BOA
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Directors and Senior Management Gan
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Directors and Senior Management Une
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Group Structure 14 Annual Report 20
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Chairman’s Statement I believe th
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Management Discussion and Analysis
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Financial Summary SUMMARY DATA OF C
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Appendix I Technical details of the
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Appendix I Criteria Commentary •
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Appendix I Criteria Commentary Infr
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