Asian Growth Properties Limited Final Results -19-
March 20 2015 - 1:00PM
UK Regulatory
SEA approved and adopted an employee share option scheme (the
"SEA Share Option Scheme") on 19 August 2005 for the primary
purpose of providing incentive to directors and eligible employees.
The SEA Share Option Scheme shall be valid and effective for a term
of 10 years until 24 August 2015.
Under the SEA Share Option Scheme, the board of directors of SEA
may offer to any director or full time employee/chief executive of
SEA, or any of its subsidiaries, options to subscribe for shares in
SEA at a price at least the highest of (i) the nominal value of the
share of SEA; (ii) the average of the closing price of the share of
SEA on the Stock Exchange for the five business days immediately
preceding the date of grant of the option; and (iii) the closing
price of the share of SEA on the Stock Exchange on the date of
grant of the option.
Without prior approval of the shareholders of SEA in general
meeting, no option may be granted to (a) an eligible participant
which, if exercised in full, would result in the total number of
shares issued and to be issued upon exercise of all options already
granted or to be granted to such eligible participant in any
12-month period, exceeding 1% of the shares of SEA then in issue;
and (b) a substantial shareholder and/or an independent
non-executive director of SEA or its subsidiaries or any of their
respective associates which, if exercised in full, would result in
the total number of shares issued and to be issued upon exercise of
all options granted or to be granted to such person in any 12-month
period, exceeding 0.1% of the shares of SEA then in issue and with
an aggregate value exceeding HK$5 million.
36. SHARE-BASED PAYMENTS - continued
Share OptionScheme of SEA - continued
Options granted must be taken up within 28 days from the date of
grant upon payment of HK$10. The period during which an option may
be exercised is determined by the board of directors of SEA at its
absolute discretion, save that no option may be exercised more than
10 years after it has been granted. Unless otherwise determined by
the board of directors of SEA at its sole discretion, there is no
minimum period for which an option must be held before it can be
exercised.
On 12 July 2012, SEA granted share options to a director of the
Company entitling the holder to subscribe for 1,000,000 shares of
SEA at an exercise price of HK$3.454 per share with an exercise
period of 2 years from 1 July 2015 to 30 June 2017. The directors
determined the fair value of the share options with reference to
the calculation made by an independent professional valuer to be
HK$643,300. None of the options were lapsed or exercised up to the
end of the reporting period.
Share Award Scheme of SEA
The share award scheme of SEA (the "SEA Share Award Scheme") was
approved by the shareholders of SEA on 27 May 2010. The SEA Share
Award Scheme came into effect on 15 June 2010 upon fulfillment of
the conditions contained in the SEA Share Award Scheme. Unless
terminated earlier by the board of directors of SEA, the SEA Share
Award Scheme shall be valid and effective for a term of 15 years
until 14 June 2025.
The purpose of the SEA Share Award Scheme is to provide a
flexible means to recognise and acknowledge the performance and/or
contribution of the eligible participants. Under the SEA Share
Award Scheme, the board of directors of SEA (or any committee
delegated by the board of directors of SEA) may at its absolute
discretion grant awards, which may comprise (a) new shares of SEA;
(b) existing shares of SEA in issue and is listed on the Stock
Exchange from time to time; (c) cash in lieu of the shares of SEA;
or (d) a combination of (a), (b) and (c), to any eligible
participants as it thinks fit and appropriate and subject to the
terms and conditions of the SEA Share Award Scheme. No award may be
granted under the SEA Share Award Scheme if the aggregate number of
shares which may be issued and/or transferred upon vesting of all
outstanding awards granted under the SEA Share Award Scheme and any
other share award scheme of SEA and which may be issued upon
exercise of all outstanding options granted and yet to be exercised
under any share option scheme of SEA exceed 30% of the shares of
SEA in issue from time to time.
SEA has appointed trustee to acquire shares of SEA in the open
market with funds provided by the SEA group and to hold the shares
of SEA before they are vested and transferred to the selected
participants.
37. RETIREMENT BENEFIT PLANS
The Group participates in a defined contribution scheme which is
registered under a Mandatory Provident Fund Scheme (the "MPF
Scheme") established under the Mandatory Provident Fund Schemes
Ordinance of Hong Kong in December 2000 for eligible employees in
Hong Kong. The assets of the MPF Scheme are held separately from
those of the Group, in funds under the control of trustees. The
Group contributes 5% to 15% of relevant payroll costs per month to
the scheme for members of the MPF Scheme, depending on the length
of service with the Group.
The employees of the Group's subsidiaries in the PRC are members
of state-managed retirement benefit scheme operated by the
government of the PRC.
The total contribution paid to the retirement benefit schemes by
the Group charged to profit or loss for the year amounted to
HK$3,951,000 (2013: HK$3,474,000).
38. RELATED PARTY TRANSACTIONS
(a) The Group had the following transactions with fellow
subsidiaries, which are wholly-owned subsidiaries of SEA:
(i) Management fees of HK$109,324,000 (2013: HK$148,087,000) in
respect of the provision of property development and management
services to the Group on the Group's property portfolio; and
(ii) Rental income of HK$14,304,000 from renting of the Group's
premises for the year ended 31 December 2013.
(b) The remuneration of directors who are the Group's key management was set out in note 13.
39. CONTINGENT LIABILITIES
The Group has given guarantees to banks in respect of mortgages
loans provided to the Group's customers for the purchases of the
Group's properties located in the PRC. At 31 December 2014, the
total outstanding mortgage loans which are under the guarantee were
HK$17,432,000 (2013: nil). The directors considered that the fair
values of these guarantees at their initial recognition and the end
of the reporting period are insignificant and accordingly, the fair
value of these guarantees were not accounted for in the
consolidated financial statements. The amounts as at 31 December
2014 where to be discharged upon the issuance of the real estate
ownership certificate which is then pledged with the banks.
40. PRINCIPAL SUBSIDIARIES
Effective
% of
issued
share
Place/country Issued capital/registered
of and paid
incorporation/ up share capital
capital/ held
Name of subsidiary operation registered by the Principal
capital Company activities
2014 2013
Direct subsidiary
Benefit Strong B.V.I./Hong 1 ordinary Investment
Group Limited Kong share 100 100 holding
of HK$1
Indirect subsidiaries
AGP (Diamond 2 ordinary Property
Hill) Limited Hong Kong shares 100 100 development
of HK$1
each
AGP (Sha Tin) 1 ordinary Property
Limited Hong Kong share 100 100 development
of HK$1
Chengdu Huashang Property
House PRC RMB200,000,000 100 100 investment
Development registered
Co., Ltd.* capital
Chengdu Yulong Property
No. 1 Property PRC RMB345,000,000 100 100 development
Development registered
Company Limited* capital
Chengdu Yulong Property
No. 2 Property PRC RMB80,000,000 100 100 development
Development registered
Company Limited* capital
Chengdu Yulong Property
No. 3 Property PRC RMB450,000,000 100 100 development
Development registered
Company Limited* capital
Concord Way 100 ordinary
Limited Hong Kong shares 100 100 Hotel operation
of HK$1
each
Giant Well Enterprises B.V.I./Hong 1 ordinary Investment
Limited Kong share 100 100 holding
of US$1
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