Page 67 - China Mobile Limited - Annual Report 2012

China Mobile Limited
Annual Report 2012
61
Report of Directors
Share Option Scheme of Aspire Holdings Limited (“Aspire”)
Pursuant to a resolution passed at the annual general meeting of the Company held on 24 June 2002, the share option
scheme of Aspire (the “Aspire Scheme”) was adopted by the Company.
The Aspire Scheme is valid and effective for a period of 10 years commencing on its adoption date after which period no
further options to subscribe for shares of Aspire will be granted. The Aspire Scheme ceased to be valid and effective on 24
June 2012 and accordingly, no further options will be granted under the Aspire Scheme. However, the provisions of the
Aspire Scheme shall remain in full force and effect to the extent necessary to give effect to the exercise of any options
granted under the Aspire Scheme prior to the expiry of the 10-year period and which may become thereafter capable of
being exercised under the rules of the Aspire Scheme.
As set out in the Company’s circular to shareholders dated 8 April 2002, the purpose of the Aspire Scheme is to provide
Aspire with a flexible and effective means of remunerating and providing benefits to the employees, the executive directors
and the non-executive directors of Aspire or any of its subsidiaries (the “Aspire Participants”), thereby incentivizing the Aspire
Participants. Under the Aspire Scheme, the board of directors of Aspire may, at their discretion, invite Aspire Participants to
take up options to subscribe for shares of Aspire (the “Aspire Shares”).
The maximum aggregate number of Aspire Shares which can be subscribed pursuant to options that are or may be granted
under the Aspire Scheme equals to 10% of the total issued share capital of Aspire as at the date of adoption of the Aspire
Scheme. Options lapsed or cancelled in accordance with the terms of the Aspire Scheme will not be counted for the purpose
of calculating this 10% limit. As at 31 December 2012, the total number of shares which may be issued on the exercise of
the outstanding options granted under the Aspire Scheme was 5,680,000, representing 0.6% of the issued share capital of
Aspire as at the date of this annual report. The total number of Aspire Shares issued and to be issued upon exercise of the
options granted to an Aspire Participant (including both exercised and outstanding options) in any 12-month period must not
exceed 1% of the issued share capital of Aspire.
The consideration payable by an Aspire Participant for the grant of each option is HK$1.00.
For options granted under the Aspire Scheme, the exercise price of the options is determined by the board of directors of
Aspire at its discretion provided that such price may not be set below a minimum price which is the higher of:
(i) US$0.298; and
(ii) the price determined by applying a maximum discount of 20% to the price per Aspire Share calculated by dividing the
valuation of Aspire as a whole by the aggregate number of issued Aspire Shares at the time of employment/
appointment of the Aspire Participant or the grant of the options to the Aspire Participant (as the case may be),
provided, however, that 10% of the options to be granted under the Aspire Scheme may have an exercise price less than (i)
or (ii) above but not less than US$0.182.
Under the Aspire Scheme, the term of the option is determined by the board of directors of Aspire at their discretion,
provided that all options must be exercised within 10 years after the date on which the option is granted.