(1) In addition to the shareholders' approval set out in Note 1 to rule 23.03
(3) and the Note to rule 23.03
(4), each grant of options to a director, chief executive or substantial shareholder of a listed issuer, or any of their respective associates, under a scheme of the listed issuer or any of its subsidiaries must comply with the requirements of this rule 23.04(1). Each grant of options to any of these persons must be approved by the independent non-executive directors of the listed issuer (excluding independent non-executive director who is the grantee of the options). Where any grant of options to a substantial shareholder or an independent non-executive director of the listed issuer, or any of their respective associates, would result in the securities issued and to be issued upon exercise of all options al granted and to be granted (including options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of such grant:
(a) representing in aggregate over 0.1% of the relevant class of securities in issue; and
(b) (where the securities are listed on the Exchange), having an aggregate value, based on the closing price of the securities at the date of each grant, in excess of HK$5 million,
such further grant of options must be approved by shareholders of the listed issuer. The listed issuer must send a circular to the shareholders. The grantee, his associates and all core connected persons of the listed issuer must abstain from voting in favour at such general meeting.
(3) The circular must contain:
(a) details of the number and terms (including the exercise price) of the options to be granted to each participant, which must be fixed before the shareholders' meeting and the date of the board meeting for proposing such further grant is to be taken as the date of grant for the purpose of calculating the exercise price under Note 1 to rule 23.03
(9);Note: The description of the terms of the options must include the information required under rules 23.03(5) to 23.03(10).
(b) a recommendation from the independent non-executive directors of the listed issuer (excluding independent non-executive director who is the grantee of the options) to the independent shareholders as to voting;
(c) the information required under rules 23.02
(2)(c) and (d) and the disclaimer required under rule 23.02
(d) the information required under rule 2.28
1 Shareholders' approval as required under rule 23.04(1) is also required for any change in the terms of options granted to a participant who is a substantial shareholder or an independent non-executive director of the listed issuer, or any of their respective associates.
2 The requirements for the granting of options to a director or chief executive of a listed issuer set out in rules 23.04(1), (2) and (3) do not apply where the participant is only a proposed director or chief executive of the listed issuer.