INTERIM DIVIDEND AND SPECIAL DIVIDEND The Board resolved to declare an interim dividend of 4.5 HK cents (2012: 2.5 HK cents) per share and a special dividend of 4.5 HK cents (2012: 4.5 HK cents) per share for the six months ended 30 September 2013, payable to shareholders whose names appear on the Register of Members of the Company on Tuesday, 10 December 2013. 2019 306 4.520122.5 4.520124.5 20112 10 The interim and special dividends will be paid on or around Thursday, 19 December 2013. CLOSURE OF REGISTER OF MEMBERS For the purpose of ascertaining entitlement to the interim dividend and special dividend, the Register of Members of the Company will be closed from Monday, 9 December 2013 to Tuesday, 10 December 2013, both days inclusive, which period no transfer of shares will be registered. In order to qualify for the interim dividend and special dividend, all valid documents for the transfers of shares accompanied by the relevant share certificates must be lodged with the Company s Hong Kong branch share registrar and transfer office, Tricor Abacus Limited, at 26/F, Tesbury Centre, 28 Queen s Road East, Hong Kong, not later than 4:30 p.m. on Friday, 6 December 2013. BOARD OF DIRECTORS At the AGM held on 22 August 2013, Dr KWOK Siu Ming Simon, Dr KWOK LAW Kwai Chun Eleanor and Mr LOOK Guy retired as executive directors of the Company and Ms TAM Wai Chu Maria retired as an independent non-executive director of the Company by rotation. Ms LEE Yun Chun Marie-christine, who was appointed on 26 February 2013 as a non-executive director of the Company, shall hold office until the first AGM following her appointment. All of the aforesaid directors, being eligible, offered themselves for re-election by the Shareholders. All votings by the Shareholders were conducted by way of a poll and all of the said directors were duly re-elected at the AGM. 20112 19 20112 920112 10 20112 64 30 2826 2018 22 2012 26 2013/14 53
BOARD OF DIRECTORS (CONTINUED) The directors who held office 30 September 2013 and up to the date of this report were: 2019 30 EXECUTIVE DIRECTORS Dr KWOK Siu Ming Simon, BBS, JP (Chairman and CEO) date of appointment as a Director: 3 December 1996 1996 12 2018 22 Dr KWOK LAW Kwai Chun Eleanor, BBS (Vice-chairman) date of appointment as a Director: 3 December 1996 1996 12 2018 22 Mr LOOK Guy (CFO) date of appointment as a Director: 10 September 2002 term of directorship: three years commencing on 1 March 2012 2002 9 10 2018 22 2012 1 54 Sa Sa International Holdings Limited Interim Report 2013/14
BOARD OF DIRECTORS (CONTINUED) NON-EXECUTIVE DIRECTOR Ms LEE Yun Chun Marie-christine date of appointment as a Director: 26 February 2013 term of directorship: three years commencing on 22 August 2013 2012 26 2018 22 2018 22 INDEPENDENT NON-EXECUTIVE DIRECTORS Professor CHAN Yuk Shee, PhD, SBS, JP date of appointment as a Director: 1 November 1999 date of last re-election in AGM as a Director: 25 August 2011 term of directorship: three years commencing on 1 November 2011 PhD 1999 11 1 2011 8 25 2011 11 1 Dr LEUNG Kwok Fai Thomas, PhD, BBS, JP date of appointment as a Director: 1 January 2000 date of last re-election in AGM as a Director: 25 August 2011 term of directorship: three years commencing on 1 January 2012 PhD 2000 1 1 2011 8 25 2012 1 1 Ms TAM Wai Chu Maria, GBM, JP date of appointment as a Director: 24 June 2004 term of directorship: three years commencing on 24 June 2013 2004 6 24 2018 22 2016 24 Ms KI Man Fung Leonie, SBS, JP date of appointment as a Director: 15 December 2006 date of last re-election in AGM as a Director: 23 August 2012 term of directorship: three years commencing on 15 December 2012 2006 12 15 2012 8 2 2012 12 15 Mr TAN Wee Seng date of appointment as a Director: 11 March 2010 date of last re-election in AGM as a Director: 23 August 2012 term of directorship: three years commencing on 26 August 2013 2010 11 2012 8 2 2018 26 2013/14 55
ISSUE OF SHARES During the six months ended 30 September 2013, the Company issued and allotted a total of 5,353,332 Shares of HK$0.10 each in the Company to a Director and certain staff members, upon their exercise of share options under the share option scheme adopted by the Company on 29 August 2002 (the 2002 Share Option Scheme ). SHARE OPTIONS (I) 2002 SHARE OPTION SCHEME The 2002 Share Option Scheme was approved by the Shareholders at the AGM held on 29 August 2002. The 2002 Share Option Scheme was terminated and a new share option scheme (the 2012 Share Option Scheme ) was adopted pursuant to resolutions passed by the Shareholders on 23 August 2012. The 2012 Share Option Scheme became unconditional and effective on 27 August 2012. Upon termination of the 2002 Share Option Scheme, no further options could be granted under the 2002 Share Option Scheme but the provisions of the 2002 Share Option Scheme continued to govern options granted under this scheme up to and including 23 August 2012. 2019 306 2002 8 29 2002 0.105,353,332 (I) 2002 20022002 8 29 2012 8 23 2002 2012 2012 2012 8 27 2002 2002 2012 8 2 56 Sa Sa International Holdings Limited Interim Report 2013/14
(I) 2002 SHARE OPTION SCHEME (CONTINUED) Details of the share options granted under the 2002 Share Option Scheme and their movements are set out below: (I) 2002 2002 Number of Share Options Name Date of grant Subscription price per Share Exercisable period Vesting period (from the date of grant) *Closing price of the Shares immediately before the date on which the options were exercised * 1 Apr 2013 201 4 1 Granted Exercised # Lapsed # 30 Sep 2013 201 9 30 Directors Mr LOOK Guy 2 Mar 2009 2009 2 1.095 29 Feb 2012 to 1 Mar 2019 2012 2 29 2019 1 8.22 500,000 (500,000) note (1) note (1) 8.01 (AVG) () 4,500,000 (4,500,000) 1 Mar 2012 2012 1 4.77 28 Feb 2013 to 28 Feb 2022 2012 28 2022 2 28 1 year 1 4,690,998 4,690,998 28 Feb 2014 to 28 Feb 2022 2014 2 28 2022 2 28 2 years 2 4,690,998 4,690,998 28 Feb 2015 to 28 Feb 2022 2015 2 28 2022 2 28 4,690,998 4,690,998 note (2) note (2) 4,690,998 4,690,998 note (2) note (2) 4,690,998 4,690,998 note (2) note (2) 4,690,998 4,690,998 2013/14 57
(I) 2002 SHARE OPTION SCHEME (CONTINUED) (I) 2002 Number of Share Options Name Employees Under Continuous Employment Contract Date of grant 30 Oct 2003 20010 30 Subscription price per Share Exercisable period 0.84 30 Oct 2005 to 29 Oct 2013 2005 10 30 20110 29 30 Oct 2006 to 29 Oct 2013 2006 10 30 20110 29 Vesting period (from the date of grant) 2 years 2 note (3) note (3) *Closing price of the Shares immediately before the date on which the options were exercised * 8.20 (AVG) () 1 Apr 2013 201 4 1 Granted Exercised # Lapsed # 30 Sep 2013 201 9 30 8.13 146,668 (13,334) 133,334 346,664 (213,332) 133,332 note (4) note (4) 8.13 269,332 (68,000) 201,332 note (4) note (4) 8.13 168,000 (5,334) 162,666 30 Oct 2006 to 29 Oct 2013 2006 10 30 20110 29 8.47 453,460 (53,332) 400,128 30 Sep 2010 2010 9 30 3.16 30 Sep 2013 to 29 Sep 2020 2019 30 2020 9 29 note (5) 4,720,000 (30,000) 4,690,000 17 Jun 2011 2011 6 17 4.95 17 Jun 2014 to 16 Jun 2021 2014 6 17 2021 6 16 note (6) 4,980,000 (174,000) 4,806,000 29 Jun 2012 2012 6 29 4.85 29 Jun 2015 to 28 Jun 2022 2015 6 29 2022 6 28 Note (7) 7,210,000 (242,000) 6,968,000 51,440,112 (5,353,332) (446,000) 45,640,780 * The weighted average closing price ( AVG ) is shown where appropriate. # There is no share option cancelled. * # 58 Sa Sa International Holdings Limited Interim Report 2013/14
(I) 2002 SHARE OPTION SCHEME (CONTINUED) Notes: (1) The exercise of the share options is subject to certain performance targets that must be achieved by the director. The share options shall be exercised by the director not later than 1 March 2019. (I) 2002 (1) 2019 1 (2) The exercise of the share options is subject to certain performance targets that must be achieved by the director. The share options shall be exercised by the director not later than 28 February 2022. (2) 2022 2 28 (3) On 30 October 2003, the Company granted share options to employees who had completed a minimum of 5 years of employment with the Group 30 September 2003 in order to reward them for contributing to the long term success of the business of the Group and to encourage and motivate them to continue to contribute to the success of the Group. (3) 20010 30 2009 30 5 (4) On 30 October 2003, the Company granted share options to employees of the Company who are of managerial level or above in order to encourage and motivate them to continue to contribute to the success of the business of the Group. The exercise of the share options is subject to certain performance targets that must be achieved by the employees. The share options shall be exercised by the employees not later than 29 October 2013. (4) 20010 30 20110 29 (5) On 30 September 2010, the Company granted share options to certain employees of the Company in order to reward them for contributing to the long term success of the business of the Group and to encourage and motivate them to continue to contribute to the success of the Group. (6) On 17 June 2011, the Company granted share options to certain employees of the Company in order to reward them for contributing to the long term success of the business of the Group and to encourage and motivate them to continue to contribute to the success of the Group. (7) On 29 June 2012, the Company granted 7,567,000 share options to certain employees of the Company in order to reward them for contributing to the long term success of the business of the Group and to encourage and motivate them to continue to contribute to the success of the Group. The exercise of 400,000 share options out of the outstanding balance 30 September 2013 is subject to certain performance targets that must be achieved by the related employees. (5) 2010 9 30 (6) 2011 6 17 (7) 2012 6 297,567,000 2019 30400,000 2013/14 59
(II) 2012 SHARE OPTION SCHEME The 2012 Share Option Scheme was adopted on 23 August 2012 and became unconditional and effective on 27 August 2012. Details of the share options granted under the 2012 Share Option Scheme and their movements the period are set out below: (II) 2012 2012 8 232012 2012 8 27 2012 Number of Share Options Name Date of grant Subscription price per Share Closing price of the Shares immediately before the date on which the options were granted Exercisable period Vesting period (from the date of grant) 1 Apr 2013 201 4 1 Granted Exercised # Lapsed # 30 Sep 2013 201 9 30 Employees Under Continuous Employment Contract 21 Jun 2013 2016 21 8.07 7.73 21 Jun 2016 to 20 Jun 2023 2016 6 21 2026 20 note 9,088,000 (95,000) 8,993,000 9,088,000 (95,000) 8,993,000 # There is no share option cancelled. Note: On 21 June 2013, the Company granted share options to certain employees of the Company in order to reward them for contributing to the long term success of the business of the Group and to encourage and motivate them to continue to contribute to the success of the Group. # 2016 21 60 Sa Sa International Holdings Limited Interim Report 2013/14
(II) 2012 SHARE OPTION SCHEME (CONTINUED) The weighted average fair value of share options granted was determined using the binomial lattice model, prepared by HSBC Life (International) Limited, was HK$2.18 per option (2012: HK$1.48). The significant inputs into the model were share price of HK$7.44 at the grant date, exercise price of HK$8.07, volatility of 46.0%, dividend yields of 4.0%, an expected option life of around six years and an annual risk-free interest rate of 1.30%. The volatility measured at the standard deviation of continuously compounded share returns is based on statistical analysis of daily share prices over the last six years. The fair values calculated are inherently subjective and uncertain due to the assumptions made and the limitations of the model used. The value of an option varies with different variables of certain subjective assumptions. Any change in variables so adopted may materially affect the estimation of the fair value of an option. PURCHASE, SALE OR REDEMPTION OF SHARES During the six months ended 30 September 2013, there was no purchase, sale or redemption of the Company s listed securities by the Company or any of its subsidiaries. (II) 2012 2.18 20121.48 7.448.07 46.0% 4.0% 6 1.30% 6 2019 306 2013/14 61