Vtech 2016 Annual Report Download - page 65

61VTech Holdings Limited Annual Report 2016
18 Share Capital, Share Options and Share Purchase Scheme
(a) Share Capital
2016
US$ million
2015
US$ million
Authorised
Ordinary shares: 400,000,000 (2015: 400,000,000) of US$0.05 each 20.0 20.0
2016 2015
No. of shares US$ million No. of shares US$ million
Issued and fully paid
Ordinary shares of US$0.05 each:
At 1 April 251,182,133 12.5 250,872,133 12.5
Shares issued upon exercise of share options ––310,000 –
At 31 March 251,182,133 12.5 251,182,133 12.5
The Company’s issued and fully paid shares as at 31 March 2016
included 42,600 shares (2015: 74,600 shares) held in trust by
the trustee under the Share Purchase Scheme and 9,100 shares
(2015: 17,200 shares) held in trust by the trustee under the French
Subplan which were granted to the eligible French employees and
remain unvested, details of which are set out in note 18(c).
The company level statement of  nancial position can be found in
note 23.
(b) Share Options
The Company operates the Scheme approved on 22 July 2011
for the purpose of providing incentives and rewards to eligible
participants who contribute to the success of the Group’s
operations. Pursuant to the Scheme, the Directors are authorised,
at any time during the 10 years from the date of adoption of
the Scheme, to grant options to employees and o cers of any
member of the Group to subscribe for shares of the Company at
prices to be determined by the Directors in accordance with the
requirements of the Listing Rules. The basis of determination of the
exercise price shall be the higher of the closing price of the shares
of the Company as stated in the Stock Exchange’s daily quotations
sheet on the date of grant, which must be a business day; and the
average closing price of the shares of the Company as stated in
the Stock Exchange’s daily quotations sheets for  ve business days
immediately preceding the date of grant.
Pursuant to Chapter 17 of the Listing Rules, the Company can
issue options so that the number of shares that may be issued
upon exercise of all options to be granted under the scheme
and any other schemes does not in aggregate exceed 10% of the
relevant class of shares in issue as at the date of adoption of the
Scheme. The Company may renew this limit at any time, subject
to shareholders’ approval and the issue of a circular. The Company
may also seek separate shareholders’ approval for granting options
beyond the 10% limit to eligible employees speci cally identi ed
by the Company, subject to shareholders’ approval and the issue
of a circular. The Company can issue options so that shares to be
issued upon exercise of all outstanding options does not exceed
30% of the relevant class of shares in issue from time to time.
Subject to the further restrictions in the Listing Rules concerning
grant of options to substantial shareholders, the total number of
shares issued and to be issued upon exercise of options granted
and to be granted to any one eligible employee in any 12-month
period must not exceed 1% of the relevant class of shares in issue.
The Company can grant further options in excess of this limit,
subject to shareholders’ approval (with that eligible employee and
his associates abstaining from voting) and the issue of a circular.
The o er of a grant of options may be accepted within 30 days
from the date of o er, upon payment of a non-refundable sum
of HK$1 by the grantee. The period within which the options
must be exercised will be speci ed by the Company at the time
of grant, and must expire no later than 10 years from the date of
grant. The Company may specify any minimum period(s) for which
an option must be held before it can be exercised. The Scheme
does not contain any such minimum period. The Scheme has a
life of 10 years and will expire on 21 July 2021. As at the date of
this Annual Report, the number of shares which may be issued
upon exercise of options to be granted under the Scheme was
23,145,913 shares, which represented approximately 9.21% of the
issued share capital of the Company. During the  nancial year
and since the adoption of the Scheme, no options were granted,
exercised, cancelled or lapsed under the Scheme.
(c) Share Purchase Scheme
On the Adoption Date, the Company adopted the Share Purchase
Scheme, which is a share incentive award scheme for the purpose
of incentivising employees and attracting suitable personnel for
the continuous development of the Group. Eligible participants
of the Share Purchase Scheme include Directors, o cers and
employees of any member of the Group as the Remuneration
Committee may determine or approve. The Awarded Shares will be
the existing shares, which will be purchased on the Stock Exchange
by the independent trustee with funds provided by the Company,
and will be awarded in such manner as the Remuneration
Committee may determine or approve. The maximum number of
shares that can be held by the trustee under the Share Purchase
Scheme is limited to 3% of the issued share capital of the
Company from time to time (excluding shares which have already
been transferred to employees on vesting). The Share Purchase
Scheme shall be valid and e ective for a term of 20 years from
the Adoption Date. The Awarded Shares will be granted to the
eligible participants at no consideration subject to the applicable
conditions and vesting period as determined by the Remuneration
Committee. The new shares, when issued and fully paid, will rank
pari passu among themselves and with the shares currently in
issue, pursuant to the Share Purchase Scheme.
On 26 March 2013, the Company further adopted the French
Subplan. The Awarded Shares will be granted to the eligible French
employees pursuant to the Share Purchase Scheme and the French
Subplan. The vesting period applicable under the French Subplan
shall not be less than 2 years following the date of the award and
a further 2 years sales restriction period as calculated from the
date of the Awarded Shares being transferred to the eligible
French employees.