FORWARD TOGETHER Directors’ Report 92 EQUITY-LINKED AGREEMENTS Save as the information disclosed in paragraphs headed “KM ESOP, Tier 1 ESOP and Post-IPO Share Option Scheme and the Long Term Incentive Scheme” in this report, the Company did not enter into any equity-linked agreement for the year ended 31 December 2022, nor was there any equity-linked agreement entered into by the Company subsisting as at 31 December 2022. KM ESOP, TIER 1 ESOP, POST-IPO SHARE OPTION SCHEME AND THE LONG TERM INCENTIVE SCHEME 1. KM ESOP Below is a summary of the principal terms of the KM ESOP of the Company. The terms of the KM ESOP are not subject to the provisions of Chapter 17 of the Listing Rules. (i) Purpose The purpose of the KM ESOP is to incentivise or reward eligible participants for their contribution towards our Company’s operations, so as to: (a) motivate and encourage recipients to continue to perform well; (b) to retain the services of recipients whose work is vital to the growth and continued success of our Company; and (c) to link the personal interests of members of the Board and the employees with those of the Shareholders. (ii) Who may join The Board may, at its discretion, grant an option to any director or employee of our Group, or any director or employee of any company which is under the control of our Company (an “Eligible Person”). (iii) Classes of shares that may be issued Under the KM ESOP, ordinary shares may be issued. For the year ended 31 December 2022, the Company has issued 1,545,384 ordinary shares under the KM ESOP. The shares were issued at nominal value of US$0.001. (iv) Maximum number of shares At the date of this report, the number of shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the KM ESOP at any time shall not exceed 18,125,237 Shares (approximately 0.41% of the issued share capital of the Company as at the date of this report). (v) Maximum entitlement of each participant The scheme does not set a limit of maximum entitlement of each participant under the scheme. (vi) Period within which the securities must be taken up under an option An option shall lapse automatically (to the extent not already exercised and subject always to the terms and conditions upon which the option was granted) on the earliest of: (a) the tenth anniversary of the date of grant; (b) the expiry of three months from the date on which the participant ceases to be an Eligible Person; (c) If the participant ceases to be an employee by reason of his death, the options may be exercised by his personal representatives within twelve months from the date of death. If the participant ceases to be an employee by reason of his injury, ill-health or disability, the options may be exercised, to the extent it is vested, within six months from the date of cessation of employment. (“Rights on Death, Retirement, Injury and Disability”)
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