Entire Section

  • Disclosure requirements

    • 17.07

      In relation to each scheme of a listed issuer or any of its subsidiaries, the listed issuer must disclose in its annual report and interim report the following information in relation to: (i) each of the directors, chief executive or substantial shareholders of the listed issuer, or their respective associates; (ii) each participant with options granted in excess of the individual limit; (iii) aggregate figures for employees working under employment contracts that are regarded as "continuous contracts" for the purposes of the Employment Ordinance; (iv) aggregate figures for suppliers of goods or services; and (v) all other participants as an aggregate whole:

      (1) particulars of outstanding options at the beginning and at the end of the financial year/period, including number of options, date of grant, vesting period, exercise period and exercise price;
      (2) particulars of options granted during the financial year/period, including number of options, date of grant, vesting period, exercise period, exercise price and (for options over listed securities) the closing price of the securities immediately before the date on which the options were granted;
      (3) the number of options exercised during the financial year/period with the exercise price and (for options over listed securities) the weighted average closing price of the securities immediately before the dates on which the options were exercised;
      (4) the number of options cancelled during the financial year/period together with the exercise price of the cancelled options; and
      (5) the number of options which lapsed in accordance with the terms of the scheme during the financial year/period.

    • 17.08

      In respect of options granted during the financial year/period over listed securities, the listed issuer is encouraged to disclose in its annual report and interim report the value of options granted to participants set out in (i) to (v) of rule 17.07 during the financial year/ period, and the accounting policy adopted for the share options. Where the listed issuer considers that disclosure of value of options granted during the financial year/period is not appropriate, it must state the reason for such non-disclosure in its annual report or interim report.

      Note: In respect of the disclosure of value of options in annual report or interim report, the listed issuer should use the Black-Scholes option pricing model , the binomial model or a comparable generally accepted methodology to calculate the value of options. The listed issuer should also disclose, in the annual report or interim report, the following information:

      (1) a description of the model and significant assumptions used to estimate the value of the option, taking into account factors such as risk-free interest rate, expected life, expected volatility and expected dividend, if applicable;
      (i) Where the calculation of the value is referable to a risk-free interest rate, such rate should be the rate prevailing on debt securities issued by the state, such as the Exchange Fund Notes in the case of Hong Kong based entities.
      (ii) The listed issuer should set out the expected volatility used in calculating the value, with an explanation of any deviations from the historical volatility of the securities. The listed issuer may choose the period of time that it considers appropriate for calculating such historical volatility. However, such period may not be less than one year or, where securities have been listed for less than one year from the date of commencement of dealings in such securities, such period is to be from the date of commencement of such dealings to the date of the calculation.
      (iii) Expected dividends should be based on historical dividends, with an explanation of any adjustments made for publicly available information indicating that future performance is reasonably expected to differ from past performance.
      (2) the measurement date which should be the date on which the options were granted;
      (3) the treatment of forfeiture prior to the expiry date; and
      (4) a warning statement with regard to the subjectivity and uncertainty of the values of options to the effect that such values are subject to a number of assumptions and with regard to the limitation of the model.

    • 17.09

      The listed issuer must include in its annual report a summary of each share option scheme approved by its shareholders setting out:

      (1) the purpose of the scheme;
      (2) the participants of the scheme;
      (3) the total number of securities available for issue under the scheme together with the percentage of the issued shares that it represents as at the date of the annual report;
      (4) the maximum entitlement of each participant under the scheme;
      (5) the period within which the securities must be taken up under an option;
      (6) the minimum period, if any, for which an option must be held before it can be exercised;
      (7) the amount, if any, payable on application or acceptance of the option and the period within which payments or calls must or may be made or loans for such purposes must be repaid;
      (8) the basis of determining the exercise price; and
      (9) the remaining life of the scheme.