6. The Shares held as beneficial owner represented the 979,500 Shares underlying the PSUs under the Long Term Incentive Scheme granted to each of Mr Jinchu Shen and Mr Stuart Gibson. All the Shares granted to Mr Jinchu Shen and Mr Stuart Gibson are unlisted derivatives which are not physically or cash settled. 7. Capital International Limited, Capital International Sarl and Capital International, Inc., which are wholly owned subsidiaries of Capital Group International, Inc., were the beneficial owner of 802,400 Shares, 4,615,400 Shares and 619,400 Shares respectively. Capital Group International, Inc. is a wholly owned subsidiary of Capital Research and Management Company, which in turn is a wholly owned subsidiary of The Capital Group Companies, Inc.. Besides, Capital Research and Management Company was the beneficial owner of 224,238,353 Shares. By virtue of the SFO, Capital Research and Management Company is deemed to have beneficial ownership over the Shares held by Capital International Limited, Capital International Sarl and Capital International, Inc.; and The Capital Group Companies, Inc. is deemed to be interested in the Shares held by Capital Research and Management Company. Save as disclosed above, as at 30 June 2022, the Directors were not aware of any persons (who were not Directors or chief executives of the Company) who had an interest or short position in the Shares or underlying Shares of the Company which would fall to be disclosed to the Company and the Stock Exchange under Divisions 2 and 3 of Part XV of the SFO, or which would be required, pursuant to section 336 of the SFO, to be entered in the register of the Company referred to therein. 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 six months ended 30 June 2022, the Company has issued 1,458,829 ordinary shares under the KM ESOP. (iv) Maximum number of shares At 30 June 2022, 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 18,371,035 Shares (approximately 0.41% of the issued share capital of the Company as at 30 June 2022). (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”). E S R G R O U P L I M I T E D I N T E R I M R E P O R T 2 0 2 2 21
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