KINGSMEN CREATIVES LTD
ANNUAL REPORT
2014
117
10.
Take-over and winding up of the Company
10.1 Subject to Rule 9 and Rule 10.5, in the event of a take-over being made for the Shares, a Participant shall
be entitled to the Shares under the Awards if he has met the Performance Targets for the corresponding
Performance Period. For the avoidance of doubt, the vesting of such Awards will not be affected by the take-
over offer.
10.2 If under any applicable laws, the court sanctions a compromise or arrangement proposed for the purposes
of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with another
company or companies, each Participant who has fulfilled his Performance Target shall be entitled, but
subject to Rule 10.5, to any Shares under the Awards so determined by the Committee to be released to him
during the period commencing on the date upon which the compromise or arrangement is sanctioned by
the court and ending either on the expiry of 60 days thereafter or the date upon which the compromise or
arrangement becomes effective, whichever is later.
10.3 If an order ismade for thewinding-up of theCompany on the basis of its insolvency, all Awards, notwithstanding
that Shares may have not been released to the Participants shall be deemed or become null and void.
10.4 In the event of a members’ voluntary winding-up (other than for amalgamation or reconstruction), the Shares
under the Awards shall be released to the Participant for so long as, in the absolute determination by the
Committee, the Participant has met the Performance Targets prior to the date that the members’ voluntary
winding-up shall be deemed to have been commenced or effective in law.
10.5 If in connection with the making of a general offer referred to in Rule 10.1 or the scheme referred to in Rule
10.2 or the winding-up referred to in Rule 10.4, arrangements are made (which are confirmed in writing by
the Auditors, acting only as experts and not as arbitrators, to be fair and reasonable) for the compensation of
Participants, whether by the payment of cash or by any other form of benefit, no release of Shares under the
Award shall be made in such circumstances.
11.
Shares
11.1
Subject to such consents or other required action of any competent authority under any regulations or
enactments for the time being in force as may be necessary and subject to the compliance with the terms
of the Scheme and the Memorandum and Articles of Association of the Company, the Company shall within
one (1) month after the vesting of an Award, transfer and/or allot the relevant Shares and despatch to CDP the
relevant share certificates by ordinary post or such other mode as the Committee may deem fit.
11.2 Shares which are the subject of an Award shall be issued in the name of CDP to the credit of the securities
account of that Participant maintained with CDP, the securities sub-account maintained with a Depository
Agent or the CPF investment account maintained with a CPF agent bank.
11.3 Shares delivered upon the vesting of an Award shall be subject to all the provisions of the Memorandum and
Articles of Association of the Company, and shall rank in full for all entitlements, excluding dividends or other
distributions declared or recommended in respect of the then existing Shares, the Record Date for which
falls on or before the relevant vesting date of the Award, and shall in all other respects rank pari passu with
other existing Shares then in issue. “Record Date” means the date fixed by the Company for the purposes of
determining entitlements to dividends or other distributions to or rights of holders of Shares.
11.4 The Company shall keep available sufficient treasury shares and/or issue sufficient new Shares to satisfy the
delivery of the Shares pursuant to vesting of the Awards.
Letter To Shareholders
