This Circular is circulated to the Shareholders together with the Company’s Annual Report. The purpose of this Circular
is to provide the Shareholders with information relating to, and explain the rationale for, the Proposed Awards to be
tabled at the 2016 AGM.
2.
The Kingsmen Performance Share Scheme
2.1 Size of the Scheme
The aggregate number of Shares available under the Scheme (“
Scheme Shares
”) shall not exceed 15% of the
total number of issued Shares (excluding treasury shares) from time to time, in accordance with Rule 845(1)
of the Listing Manual. As at the Latest Practicable Date, the aggregate Awards granted comprise 3.3% of the
Company’s issued share capital.
2.2 Delivery of Performance Shares
The Company will deliver Shares to Participants upon vesting of Awards by way of issue of new Shares and/or
purchase of existing Shares. In determining whether to issue new Shares and/or purchase existing Shares, the
Company will take into account,
inter alia
, the number of Performance Shares to be delivered, the prevailing
market price of the Shares and the potential cost to the Company.
2.3 Rationale for participation by Controlling Shareholders and their Associates
Directors and employees of the Group who are also Controlling Shareholders or Associates of Controlling
Shareholders should be remunerated for their contribution to the Group on the same basis as other Directors
and employees who are not Controlling Shareholders or Associates of Controlling Shareholders. Although
Controlling Shareholders and their Associates (as the case may be) already have shareholding interests in the
Company, the extension of the Scheme to encompass them will ensure that they are equally entitled to take
part and benefit from the same. The Scheme is intended to be part of the remuneration package for selected
Directors and employees of the Group, and the Controlling Shareholders and their Associates should not be
unduly discriminated against by virtue only of the Controlling Shareholders’ and their Associates’ (as the case
may be) shareholdings in the Company. The extension of the Scheme to them will enhance the long-term
commitment of such Controlling Shareholders and their Associates as they will continue to have a stake in the
Company even if they sell down their existing Shares in the Company.
Eligible Controlling Shareholders and their Associates shall be treated equally for the purposes of the Scheme.
Accordingly, the Scheme does not unduly favour such Controlling Shareholders and their Associates. The terms
and conditions of the Scheme do not differentiate between eligible Controlling Shareholders and their Associates
from other Participants. In this manner, the Scheme would not unduly favour such Controlling Shareholders and
their Associates over other Participants.
Participation by Controlling Shareholders and/or their Associates allows the Group to propose a more balanced
and flexible remuneration package which would link an employee’s total remuneration to the results of the Group,
and this would in turn increase Shareholders’ value. The grant of Awards to eligible Controlling Shareholders
and/or their Associates will act as an incentive for such persons to better their performance as the delivery of
Performance Shares pursuant to the Scheme is contingent upon prescribed Performance Targets and conditions
being met and/or good work performance.
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