| SHARE-BASED PAYMENTS TRANSACTIONS |
| 22 |
SHARE-BASED
PAYMENTS TRANSACTIONS |
Equity-settled
share option scheme of the Company
The
Company’s share option scheme (the “Scheme”) was adopted pursuant to an ordinary resolution of the shareholders passed
on September 1, 2019 for the primary purpose of providing incentives to directors and eligible employees and will expire on the date
of the listing of shares of the Company. Under the Scheme, the directors of the Company may grant options to eligible employees, including
directors of the Company and its subsidiaries, to subscribe for shares in the Company.
At
December 31, 2025, the number of shares in respect of which options had been granted and remained outstanding under the Scheme was 1,880,000
(2024: 6,387,000), representing 1% (2024: 5%) of the shares of the Company in issue. The total number of shares in respect of which options
may be granted under the Scheme is not permitted to exceed 10% of the shares of the Company in issue at any point in time, without prior
approval from the Company’s shareholders. The number of shares issued and to be issued in respect of which options granted and
may be granted to any individual in any one year is not permitted to exceed 1% of the shares of the Company in issue at any point in
time, without prior approval from the Company’s shareholders.
Options
granted must be taken up within 1 month of the date of grant, upon payment of HK$1 per option. Options may be exercised at any time from
the date of grant of the share option to the 10th anniversary of the date of grant. The exercise price is HK$4.661 per share
(equivalent to HK$37.288 per ADS).
a)
Details of specific categories of options are as follows:
SCHEDULE OF SPECIFIC CATEGORIES OF OPTIONS
| Date
of grant |
|
Vesting
period |
|
Exercise
period |
|
Exercise
Price |
|
Exercise
dates |
| September
30, 2019 |
|
Vested
upon grant date |
|
September
30, 2019–September 29, 2029 |
|
HK$4.661
per share |
|
Not
yet exercised |
| |
|
|
|
|
|
|
|
|
| August
18, 2020 |
|
Vested
upon grant date |
|
August
18, 2020 – August 17, 2030 |
|
HK$4.661
per share |
|
Not
yet exercised |
b)
The following table discloses movements of the Scheme during the year:
SCHEDULE OF MOVEMENTS OF THE SCHEME
| Option grant date | |
Outstanding at January 1, 2025 | | |
Granted during year | | |
Exercised during year | | |
Forfeited during year | | |
Expired during year | | |
Outstanding at December 31, 2025 | |
| September 30, 2019 | |
| 6,387,000 | | |
| - | | |
| - | | |
| (4,507,000 | ) | |
| - | | |
| 1,880,000 | |
| Exercisable at the end of the year | |
| 6,387,000 | | |
| | | |
| | | |
| | | |
| | | |
| 1,880,000 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Weighted average exercise price | |
HK$ | 4.661 | | |
| - | | |
| - | | |
| - | | |
| - | | |
HK$ | 4.661 | |
The
following table discloses movements of the Scheme during the prior year:
| Option grant
date | |
Outstanding
at January 1, 2024 | | |
Granted
during year | | |
Exercised
during year | | |
Forfeited
during year | | |
Expired
during year | | |
Outstanding
at December 31, 2024 | |
| September 30, 2019 | |
| 6,597,000 | | |
| - | | |
| - | | |
| (210,000 | ) | |
| - | | |
| 6,387,000 | |
| August 18, 2020 | |
| 1,203,000 | | |
| - | | |
| - | | |
| (1,203,000 | ) | |
| - | | |
| - | |
| | |
| 7,800,000 | | |
| - | | |
| - | | |
| (1,413,000 | ) | |
| - | | |
| 6,387,000 | |
| Exercisable at the end of
the year | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 6,387,000 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Weighted average exercise
price | |
HK$ | 4.661 | | |
| - | | |
| - | | |
| - | | |
| - | | |
HK$ | 4.661 | |
In
respect of the share options exercised during the year, the weighted average share price at the dates of exercise was HK$4.661 (2024:
HK$4.661).
| |
c) |
During
the year ended December 31, 2021, options were granted on 18 August 2020. The estimated fair values of the options granted on this
date is HK$0. |
| |
|
|
| |
d) |
These
fair values were calculated using Hull-White Enhanced Model. The inputs into the model on option grant dates were as follows: |
SCHEDULE OF MEASUREMENT OF FAIR VALUE SHARE OPTIONS GRANTED
| Underlying stock price | |
HK$ | 0.235 | |
| Exercise price | |
HK$ | 4.661 | |
| Expected volatility | |
| 2.86 | |
| Expected life | |
| 10
years | |
| Risk-free rate | |
| 1.20 | % |
| Expected dividend yield | |
| - | |
| |
e) |
Expected
volatility was determined by using the historical volatility of the comparable companies adopted by the independent valuation expert.
The expected life used in the model has not been adjusted which is based on the exercise period as specified under the terms and
conditions of the share options. |
| |
|
|
| |
f) |
The
Group did not recognize any share-based payment expense in relation to share options granted by the Company because assessed option
value by the independent valuation expert on grant date is zero. |
|