NVC Lighting : Announcements and Notices - Adoption of Restricted Share Unit Scheme

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2222) ADOPTION OF RESTRICTED SHARE UNIT SCHEME

The Board is pleased to announce that the Board has approved the adoption of the RSU Scheme, which is subject to the approval by the Shareholders at a general meeting, to further improve corporate governance, enhance the sense of responsibility and sense of mission of the Company's management team and to promote healthy development and sustainability of the Company so as to ensure that the Company's growth objective by providing certain individuals with the opportunity to acquire equity interests in the Company.

Pursuant to the RSU Scheme, the Company may direct and procure the Trustee to purchase Shares (either on-market or off-market) to satisfy the RSUs upon vesting and to hold the purchased Shares on trust for the relevant Participants until such RSUs are vested with the relevant Participants in accordance with the RSU Scheme Rules. The Company shall provide sufficient funds to the Trustee by whatever means as the Board may in its absolute discretion determine to enable the Trustee to satisfy its obligations in connection with the administration and vesting of RSUs granted pursuant to the RSU Scheme.

The RSU Scheme will be in parallel with the Pre-IPO Share Option Scheme, the Share Option Scheme and such other share option schemes which may be adopted by the Company pursuant to Chapter 17 of the Listing Rules from time to time.

The RSU Scheme does not constitute a share option scheme pursuant to Chapter 17 of the Listing Rules and is a discretionary scheme of the Company.

A circular containing further details of the RSU Scheme to be considered by the Shareholders at the general meeting to be convened for the purpose of considering and, if think fit, the approval of the adoption of the RSU Scheme, will be dispatched to the Shareholders of the Company in due course.

ADOPTION OF THE RESTRICTED SHARE UNIT SCHEME

The Board is pleased to announce that the Board has approved the adoption of the RSU Scheme, which is subject to the approval by the Shareholders at a general meeting. The RSU Scheme will be in parallel with the Pre-IPO Share Option Scheme, the Share Option Scheme and such other share option schemes which may be adopted by the Company pursuant to Chapter 17 of the Listing Rules from time to time.

The RSU Scheme does not constitute a share option scheme pursuant to Chapter 17 of the Listing Rules and is a discretionary scheme of the Company.

SUMMARY OF THE RSU SCHEME

The following is a summary of the principal terms of the RSU Scheme:

Purposes

The purpose of the RSU Scheme is to further improve corporate governance, enhance the sense of responsibility and sense of mission of the Company's management team and to promote healthy development and sustainability of the Company so as to ensure that the Company's growth objective by providing certain individuals with the opportunity to acquire equity interests in the Company.

Participants in the RSU Scheme

The Board may invite Eligible Persons, who the Board considers, in its sole and absolute discretion, have contributed or will contribute to the Group, to purchase Shares and agree to grant them RSUs at the relevant matching ratio in respect of any Shares purchased (together, an "Invitation"), in accordance with the RSU Scheme Rules and subject to such terms, conditions and undertakings as the Board considers, in its sole and absolute discretion, appropriate. The Invitation will be set out in a letter (the "Purchase Letter") in such form as the Board may from time to time determine. The Invitation shall remain open for acceptance for such time as determined by the Board, provided that no such Invitation shall be open for acceptance after the expiry of the date specified in the Purchase Letter or after the person to whom the Invitation is made has ceased to be an Eligible Person or has given notice of resignation to the Company or any member of the Group.

An Invitation is deemed to be accepted when the Company receives a duplicate Purchase Letter duly executed by the person to whom the Invitation was made specifying an amount nominated by them for the purchase of the Shares (the "Investment Amount"). The Board may decide, in its sole and absolute discretion, whether or not to accept the purchase of Shares, and will communicate its decision by notice to the person to whom the Invitation was made and where accepted, shall require them to remit the Investment Amount to the Trustee within a specified period.

The Company shall direct and procure the Trustee to endeavour to purchase Shares (either on- market or off-market) on behalf of all Eligible Persons who have accepted Invitations to join the Scheme until the aggregate Investment Amount remitted by the Eligible Person has been utilised. The Shares purchased by the Trustee (the "Purchased Shares") will be allocated among the Eligible Persons on the basis of their respective Investment Amount by reference to the weighted average purchase price of the Shares by the Trustee. Any individual surplus Investment Amounts will be refunded to the Eligible Persons pro rata to their respective Investment Amounts.

Persons eligible to receive RSUs under the RSU Scheme include directors (including executive Directors, non-executive Directors and independent non-executive Directors) of the Company, the directors of the Company's subsidiaries and the employees of the Group. Where an Eligible Person has Purchased Shares which are held by the Trustee or where the Board determines in its absolute discretion that an Eligible Person is excelling in his or her performance and contribution to the Company, the Board shall be entitled (but shall not be bound) at any time during the term of the RSU Scheme to grant RSUs to the relevant Eligible Person pursuant to the RSU Scheme Rules.

RSUs

A RSU gives a Participant a contingent right to receive either Shares or a cash payment with reference to the market value of the Shares on or about the date of vesting of the RSUs, as determined by the Board in its absolute discretion, when the RSU vests.

The Board may, at its absolute discretion, grant RSUs to any Selected Person on such terms and conditions, including without limitation (a) a minimum period before an RSU will vest in whole or in part; (b) a performance target that must be reached before an RSU will vest in whole or in part; (c) a condition that, for any RSU to vest, the Purchased Shares must be held on trust by the Trustee for a particular period of time; and/or (d) any other terms, all of which may be imposed (or not imposed) either on a case-by-case basis or generally, as the Board thinks fit. Details of the RSUs granted under the RSU Scheme will be provided in the Notice of Grant to be issued by the Company to the Selected Person.

Duration

Unless terminated earlier in accordance with the RSU Scheme Rules, the RSU Scheme will be valid and effective for a period commencing from the Adoption Date and expiring on the tenth anniversary thereof (the "Term").

Administration and Operation of the RSU Scheme

The Scheme shall be subject to the administration of the Board whose decision as to all matters arising in relation to the Scheme or its interpretation or effect shall (save as otherwise provided the RSU Scheme) be final and binding on all parties. The Board shall have the right to (a) interpret and construe the provisions of the Scheme; (b) determine the persons (if any) who shall be granted RSUs pursuant to the Scheme; (c) determine the terms on which RSUs are granted; (d) determine the number of Shares underlying RSUs granted; (e) subject to the RSU Scheme Rules, make such adjustments to the terms of the Scheme and to the terms of RSUs granted pursuant to the Scheme as the Board deems necessary and shall notify the relevant Participant(s) of such adjustment(s) by written notice; and (f) make such other decisions or determinations as it shall deem appropriate in relation to the RSUs and/or the administration of the Scheme provided that the same are not inconsistent with the RSU Scheme Rules.

The Company shall appoint the Trustee to hold the Purchased Shares on trust and to assist with the administration and vesting of RSUs granted pursuant to the Scheme. The Company may direct and procure the Trustee to purchase Shares (either on-market or off-market) to satisfy the RSUs upon vesting. The Company shall provide sufficient funds to the Trustee by whatever means as the Board may in its absolute discretion determine to enable the Trustee to satisfy its obligations in connection with the administration and vesting of RSUs granted pursuant to the RSU Scheme.

Voting

Pursuant to the RSU Scheme, the Trustee shall not exercise the voting rights in respect of any Shares held by it under the Trust.

Rights attached to RSUs

The RSUs do not carry any right to vote at general meetings of the Company, or any dividend, transfer or other rights (including those arising on the winding-up of the Company).

No Participant shall enjoy any of the rights of a Shareholder by virtue of the grant of an RSU pursuant to the RSU Scheme, unless and until the Shares underlying the RSU are actually allotted and issued or transferred (as the case may be) to the Participant upon the vesting of such RSU.

Vesting of RSUs

The Board may, at its absolute discretion, determine the vesting terms and conditions and the vesting schedule and such terms and conditions and time schedule shall be contained in the Notice of Grant.

If a general offer by way of takeover or otherwise (other than by way of scheme of arrangement as below) is made to all the Shareholders (or all such Shareholders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror) by any person and such offer becomes or is declared unconditional prior to the vesting date of any RSU, the Board shall, prior to the offer becoming or being declared unconditional, determine at its absolute discretion whether such RSU shall vest and the period within which such RSU shall vest. If the Board determines that such RSU shall vest, it shall notify the relevant Participant that the RSU shall vest and the period within which such RSU shall vest.

If a general offer for Shares by way of scheme of arrangement is made by any person to all the Shareholders and has been approved by the necessary number of Shareholders at the requisite meetings prior to the vesting date of any RSU, the Board shall, prior to such meetings, determine at its absolute discretion whether such RSU shall vest and the period within which such RSU shall vest. If the Board determines that such RSU shall vest, it shall notify the relevant Participant that the RSU shall vest and the period within which such RSU shall vest.

If, pursuant to the Companies Law, a compromise or arrangement (other than a scheme of arrangement contemplated as above) between the Company and the Shareholders and/or the creditors of the Company is proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies prior to the vesting date of any RSU, the Board shall determine at its absolute discretion whether such RSU shall vest and the period within which such RSU shall vest. If the Board determines that such RSU shall vest, it shall notify the relevant Participant that the RSU shall vest and the period within which such RSU shall vest.

If a notice is given by the Company to the Shareholders to convene a general meeting for the purpose of considering and, if thought fit, approving a resolution to voluntarily wind-up the Company prior to the vesting date of any RSU, the Board shall determine at its absolute discretion whether such RSU shall vest and the period within which such RSU shall vest. If the Board determines that such RSU shall vest, it shall notify the relevant Participant that the RSU shall vest and the period within which such RSU shall vest.