Man Wah : Announcements and Notices - Grant of Share Options

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GRANT OF SHARE OPTIONS GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 17.06A of the Listing Rules.

The Board announces that on the Date of Grant, the Remuneration Committee resolved to grant a total of 7,663,600 Share Options to 452 employees of the Group and 5 executive Directors, subject to acceptance by the Grantees and the rules under the Share Option Scheme. The Grantees are entitled, subject to the terms and conditions of grant and upon exercise, to subscribe for a total of 7,663,600, representing approximately 0.20% of the 3,806,546,800 Shares in issue as at the Date of Grant.

Each Share Option shall entitle the Grantees to subscribe for one Share upon exercise of such Share Option at a subscription price of HK$5.17 per Share.

This announcement is made pursuant to Rule 17.06A of the Rules Governing the Listing of Securities ("Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange").

The board (the "Board") of directors ("Directors") of Man Wah Holdings Limited (the "Company" together with its subsidiaries, the "Group") announces that on 13 January 2017 ("Date of Grant"), the remuneration committee of the Company ("Remuneration Committee") resolved to grant a total of 7,663,600 share options (the "Share Options") to 452 employees of the Group and 5 executive Directors (the "Grantees"), Mr. Wong Man Li, Ms. Hui Wai Hing, Mr. Wang Guisheng, Mr. Dai Quanfa and Ms. Wong Ying Ying, subject to acceptance of the Grantees and under the rules of the share option scheme ("Share Option Scheme") of the Company adopted on 5 March 2010. The Grantees are entitled, subject to the terms and conditions of grant and upon exercise, to subscribe for a total of 7,663,600 ordinary shares with nominal value of HK$0.40 per share (the "Shares") in the capital of the Company, representing approximately 0.20% of the 3,806,546,800 Shares in issue as at the Date of Grant. A summary of such grant is set out below:

Date of Grant	:	13 January 2017
Exercise price of Share Options granted	:	HK$5.17 per Share, which represents the highest of (i) the closing price of HK$5.12 per Share as stated in the daily quotations sheet of the Stock Exchange on 13 January 2017, being the Date of Grant; (ii) the average closing price of HK$5.17 per Share as stated in the daily quotations sheet of the Stock Exchange for the five business days immediately preceding the Date of Grant; and (iii) HK$0.40, the nominal value of the Share on the Date of Grant.
Number of Share Options granted	:	a total of 7,663,600 Share Options
Closing price of the Shares on the Date of Grant	:	HK$5.12 per Share
Validity period of the Share Options and vesting condition	:	The validity period shall be from 13 January 2019 to 12 January 2023 (both days inclusive) and the number of Share Options granted are exercisable in the manner and during the three periods (each an "exercisable period") as set out below:
First exercisable period : Share Options to subscribe for up to 2,554,400 Shares may be exercisable from 13 January 2019 to 12 January 2021
Second exercisable period : Share Options to subscribe for up to 2,552,800 Shares may be exercisable from 13 January 2020 to 12 January 2022
Third exercisable period : Share Options to subscribe for up to 2,556,400 Shares may be exercisable from 13 January 2021 to 12 January 2023

Each of the Grantees is entitled to exercise such maximum number of Share Options granted to him/her as prescribed for that exercisable period (excluding the outstanding and unexercised Share Options granted in the preceding exercisable period, if any). Outstanding and unexercised Share Options at the end of each exercisable period shall lapse at the expiry of that exercisable period and are not allowed to be rolled over to the next exercisable period.

Out of the above 7,663,600 Share Options, a total of 859,200 Share Options were granted to the following executive Directors:

Name of Directors	Position(s) held with the Company	Number of Share Options
Mr. Wong Man Li	Chairman, Executive Director and Managing Director
221,200
Ms. Hui Wai Hing	Executive Director	207,200
Mr. Wang Guisheng	Executive Director, Chief Financial Officer and Company Secretary
159,600
Mr. Dai Quanfa	Executive Director	177,600
Ms. Wong Ying Ying	Executive Director	93,600

Each Share Option shall entitle the Grantees to subscribe for one Share upon exercise of such Share Option at a subscription price of HK$5.17 per Share.

The grant of Share Options to the Grantees (who did not vote at the Remuneration Committee meeting) has been approved by the Remuneration Committee in accordance with Rule 17.04(1) of the Listing Rules and the rules of the Share Option Scheme.

By Order of the Board

Man Wah Holdings Limited Wong Man Li

Chairman

Hong Kong, 13 January 2017

As at the date of this announcement, the executive Directors are Mr. Wong Man Li, Ms. Hui Wai Hing, Mr. Wang Guisheng, Mr. Alan Marnie, Mr. Dai Quanfa and Ms. Wong Ying Ying; and the independent non- executive Directors are Mr. Chau Shing Yim, David, Mr. Ong Chor Wei, Mr. Kan Chung Nin, Tony and Mr. Ding Yuan.