China Billion Resources : The New Share Option Scheme

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China Billion Resources Limited

中富資源有限公司*

(incorporated in the Cayman Islands with limited liability)

RULES OF THE SHARE OPTION SCHEME

Adoption Date: [ ] 2016

* for identification purpose only

1. DEFINITIONS

   
   

2. In the Scheme the following expressions have the following meanings:

   
   

   "Adoption Date"	means [] 2016 (the date on which the Scheme is conditionally adopted by the ordinary resolution of the shareholders of the Company in general meeting);
   "Associate"	as such term is defined under the Listing Rules;
   "Auditors"	means the auditors for the time being of the Company;
   "Board"	means the board of Directors or a duly authorised committee thereof for the time being;
   "Business Day"	means a day on which the Stock Exchange is open for the business of dealing in securities;
   "Company" "close associate"	means China Billion Resources Limited, an exempted company incorporated in the Cayman Islands with limited liability; as such term is defined under the Listing Rules;
   "connected person"	as such term is defined under the Listing Rules;
   "core connected person"	as such term is defined under the Listing Rules;
   "Electronic Communication"	means a communication sent by electronic transmission in any form through any medium;
   "Director(s)"	director(s) of the Company from time to time;
   "Grantee"	means any Participant who accepts an Offer in accordance with the terms of the Scheme or (where the context so permits) a person who is entitled to any such Option in consequence of the death of the original Grantee;
   "Group"	means the Company and the Subsidiaries;
   "Hong Kong"	means the Hong Kong Special Administrative Region of the People's Republic of China;
   "Offer"	means the offer of the grant of an Option made in accordance with paragraph 5;
   "Offer Date"	means the date on which an Offer is made to a Participant;

   
   

   "Option"	means a right to subscribe for Shares granted pursuant to the Scheme;
   "Option Period"	means, in respect of any particular Option, a period of not more than 10 years after the Offer Date to be notified by the Board to each Grantee which period of time shall commence on the Offer Date and expire on the last day of such period as determined by the Board;
   "Participants" or "Eligible Participants"	means any Company's or any Subsidiary's employee and director (who is in full-time or part-time employment with the Company or any Subsidiary at the time when an Option is granted to such employee or director), Substantial Shareholder, advisor, consultant, service provider, agent, customer, partner, joint-venture partner or any person who, in the sole discretion of the Board, have contributed or may contribute to the Group;
   "PRC"	means the People's Republic of China which shall, for the purpose of this document only, exclude Hong Kong, the Macau Special Administrative region of the PRC and Taiwan;
   "Scheme" or "Share Option Scheme"	means this share option scheme in its present form or as amended from time to time;
   "Share(s)"	means share(s) of HK$0.1 each in the capital of the Company (or of such other nominal amount as shall result from a sub-division, consolidation, reclassification or reconstruction of the share capital of the Company from time to time);
   "Shareholder(s)"	holder(s) of Shares
   "Stock Exchange"	means The Stock Exchange of Hong Kong Limited or other principal stock exchange in Hong Kong for the time being or such other stock exchange which is the principal stock exchange (as determined by the Board) on which the Shares are for the time being listed or traded;
   "Subscription Price"	means the price per Share at which a Grantee may subscribe for Shares on the exercise of an Option as described in paragraph 6;
   "Subsidiary"	means, in relation to a company, a company which is for the time being and from time to time a subsidiary as defined under the Listing Rules whether incorporated in Hong Kong or elsewhere;

   
   

   "Substantial Shareholder"	as such term is defined under the Listing Rules; and
   "$" or "HK$"	means Hong Kong dollars, the lawful currency of Hong Kong.

   
   

3. Paragraph headings are inserted for convenience or reference only and shall be ignored in the interpretation of the Scheme. References to paragraphs or sub-paragraphs are to paragraphs or sub-paragraphs of the Scheme.

   
   

4. Unless the context otherwise requires, words importing the singular shall include the plural and vice versa; and words importing natural persons shall include corporations and un-incorporated associations; words importing the masculine gender shall include the feminine gender and the neuter gender.

   
   

5. PURPOSE OF THE SCHEME

   
   

   The purpose of the Scheme is to enable the Company to grant options to the Eligible Participants, who have contributed or may contribute to the Group as incentive or reward for their contribution to the Group to subscribe for the Shares thereby linking their interest with that of the Group.

   
   

6. CONDITIONS

   
   

7. The Scheme shall take effect subject to the passing of the necessary resolution to adopt the Scheme by the Shareholders and is conditional upon

   
   

8. the Listing Committee granting the listing of, and permission to deal in, any Shares to be issued by the Company pursuant to the exercise of options in accordance with the terms and conditions of the Share Option Scheme; and

   
   

9. the passing of the necessary resolution to approve and adopt the Scheme by the Shareholders in general meeting and to authorise the Directors to grant options at their absolute discretion thereunder and to allot, issue and deal with Shares pursuant to the exercise of any options granted under the Scheme.

   
   

10. If any of the above conditions are not satisfied within 45 days after the Adoption Date, the Scheme shall forthwith determine and no person shall be entitled to any rights or benefits or be under any obligation under or in respect of the Scheme.

    
    

11. Reference in paragraph 3.1 to the Listing Committee granting the approvals, listing and permission referred to therein shall include any such approvals, listing and permission which are granted subject to the fulfillment of any condition precedent or condition subsequent.