Annual Report - Li Ning

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Li Ning Company Limited • Annual Report 2006
Report of the Directors (Continued)
Notes:
1. Mr. Li Ning is taken to be interested in an aggregate of 368,287,250 Shares held by Victory Mind Assets Limited (“Victory Mind”), Dragon City Management
Limited (“Dragon City”) and Alpha Talent, respectively, as follows:
(a) 203,374,000 Shares are held by Victory Mind in which 62.106% is owned by Mr. Li Ning and 37.894% by Mr. Li Chun, the brother of Mr. Li Ning.
Mr. Li Ning is taken to be interested in the 203,374,000 Shares held by Victory Mind. Mr. Li Ning is a director of Victory Mind.
(b) 150,000,000 Shares are held by Dragon City in its capacity as trustee of the Three-River Unit Trust, which is a unit trust, the units of which are owned as
to 60% by Cititrust (Cayman) Limited as trustee of the Palm Trust and as to 40% by Cititrust (Cayman) Limited as trustee of the Gingko Trust. Both of the
Palm Trust and the Gingko Trust are irrevocable discretionary trusts, the objects of which include the respective family members of Mr. Li Ning and Mr.
Li Chun. Mr. Li Ning is the settler of the Palm Trust and therefore is taken to be interested in the 150,000,000 Shares held by Dragon City. Mr. Li Ning is a
director of Dragon City.
(c) 14,913,250 Shares are held by Alpha Talent, which is established and solely owned by Mr. Li Ning for the purpose of holding the relevant Shares under
the Share Purchase Scheme. Mr. Li Ning is taken to be interested in the 14,913,250 Shares held by Alpha Talent. Mr. Li Ning is a director of Alpha Talent.
Mr. Li Ning is taken to have a short position in 12,627,000 Shares, among the total of 14,913,250 Shares held by Alpha Talent. When the Share Purchase
Scheme was first set up in June 2004, 35,250,000 Shares were held by Alpha Talent. As at 31 December 2006, Alpha Talent had granted options to
purchase 34,332,500 Shares pursuant to the Share Purchase Scheme, among which options to purchase for 1,368,750 Shares have been lapsed due to
resignation of employees and options to purchase 20,336,750 Shares have been exercised. The total number of outstanding options as at 31 December
2006 is 12,627,000 Shares.
2. Mr. Zhang Zhi Yong is interested in 3,000,000 Shares and is also taken to be beneficially interested as a grantee of options to purchase 6,000,000 Shares at
an exercise price of HK$0.43 per Share under the Share Purchase Scheme; options to subscribe for 1,267,000 Shares at an exercise price of HK$1.8275 per
Share under the Pre-IPO Share Option Scheme; and options to subscribe for 782,000 Shares at an exercise price of HK$3.685 per Share and 312,000 Shares
at an exercise price of HK$8.83 per Share under the Post-IPO Share Option Scheme.
3. Mr. Tan Wee Seng is taken to be interested as a grantee of options to subscribe for 677,000 Shares at an exercise price of HK$1.8275 per Share under the
Pre-IPO Share Option Scheme; and options to subscribe for 728,000 Shares at an exercise price of HK$3.685 per Share and 172,000 Shares at an exercise
price of HK$8.83 per Share under the Post-IPO Share Option Scheme.
4. The respective Director is taken to be interested as a grantee of options to subscribe for 246,000 Shares at an exercise price of HK$3.685 per Share and
90,000 Shares at an exercise price of HK$8.83 per Share under the Post-IPO Share Option Scheme.
5. The Director is taken to be interested as a grantee of options to subscribe for 90,000 Shares at an exercise price of HK$8.83 per Share under the Post-IPO
Share Option Scheme.
6. No Shares were granted to the Directors under the Restricted Share Award Scheme for the year ended 31 December 2006.
Save as disclosed above, so far as was known to any Director, as at 31 December 2006, none of the Directors had, pursuant to
Divisions 7 and 8 of Part XV of the SFO, nor were they taken or deemed to have under such provisions of the SFO, any interest or
short position in any shares or underlying shares or interest in debentures of the Company or any of its associated corporations
(within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Hong Kong Stock
Exchange, or any interest which were required, pursuant to Section 352 of the SFO, to be entered into the registered referred to
therein, or any interests which were required, pursuant to the Model Code, to be notified to the Company and the Hong Kong
Stock Exchange.