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APPENDIX B
5.5 Unless the Committee determines otherwise, an Option shall automatically lapse and become
null, void and of no effect and shall not be capable of acceptance if:-
(a) it is not accepted in the manner provided in Rule 5.4 above within the 14 day period;
(b) the Grantee dies prior to his acceptance of the Option;
(c) the Grantee is adjudicated a bankrupt or enters into composition with his creditors prior to
his acceptance of the Option;
(d) the Grantee (being an Employee) ceases to be in the employment of the Company/Group
for any reason prior to his acceptance of the Option;
(e) the Grantee (being a Non-Executive Director) ceases to be on the board of directors of
the Company or, as the case may be, a subsidiary of the Company, prior to his acceptance
of the Option; or
(f) the Company is liquidated or wound-up prior to the Grantee’s acceptance of the Option.
6. CANCELLATION OF OPTIONS
6.1 No Option may be exercisable prior to the Listing Date. Notwithstanding any other provision in
the Scheme, in the event that the Listing Date does not occur on or before the Long-Stop
Date, all Options granted under the Scheme prior to the Long-Stop Date shall, without further
action by the Company and/or the Grantees thereof, be automatically cancelled, on and with
effect from the Long-Stop Date. Upon such cancellation, all such Options shall thereupon
immediately lapse without any further claim against the Company and, except as provided in
Rule 6.2 below, the respective Grantees shall have no further rights in respect thereof.
6.2 The Company shall, within 30 days after the Long-Stop Date, pay to each Grantee in respect
of each Ordinary Share comprised in an Option which has been cancelled pursuant to Rule
6.1, an amount determined to be the sum equal to the difference (if any) between:-
(a) the Fair Market Price for each Ordinary Share as at the Long-Stop Date (the “Surrender
Value”); and
(b) the Exercise Price applicable to that Ordinary Share.
The Fair Market Value for each Ordinary Share as at the Long-Stop Date shall be determined
based on the issued and paid-up share capital of the Company as at the Long-Stop Date,
assuming for such purposes that all Options outstanding as at the Long-Stop Date have been
exercised in full and, in determining the Fair Market Value of an Ordinary Share for these
purposes, the Committee shall be at liberty to take into consideration such criteria as the
Committee may in its absolute discretion, deem appropriate, including (but not limited to) any
valuation of the Ordinary Shares obtained from an independent merchant bank.
For the avoidance of doubt, no payment shall be made by the Company to a Grantee in the
event that the Surrender Value of each Ordinary Share comprised in an Option which has
been cancelled pursuant to Rule 6.1 is less than the Exercise Price applicable thereto.
6.3 A certificate issued by a duly authorised officer of the Company as to the Surrender Value of
the Ordinary Share shall be conclusive and binding on all Participants.
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