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Grant of Share Options

2024-07-03 00:00:00

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 Hong Kong with limited liability) Stock Code: 00511 GRANT OF SHARE OPTIONS This announcement is made by Television Broadcasts Limited (“Company” and together with its subsidiaries “Group”) pursuant to Rule 17.06A 17.06B and 17.06C of the Rules Governing the Listing of Securities (“Listing Rules”) on The Stock Exchange of Hong Kong Limited (“Stock Exchange”).The board (“Board”) of directors (“Director(s)”) of the Company announces that subject to acceptance by the grantees (“Grantees”) a total of 6900000 share options (“Options”) to subscribe for up to 6900000 ordinary shares of the Company (“Shares”) were granted on 3 July 2024 (“Date of Grant”) under the share option scheme adopted by the Company on 29 June 2017 (“Share Option Scheme”).Details of the Options granted are as follows: Date of Grant : 3 July 2024 Grantee category : Director and employees Number of Options : 6900000 Options each Option entitling the holder to granted subscribe for one Share.Exercise price of : HK$3.410 per Share representing the higher of: Options granted (i) the closing price of HK$3.410 per Share as stated in the Stock Exchange’s daily quotations sheet on the Date of Grant; and (ii) the average closing price of HK$3.322 per Share as stated in the Stock Exchange’s daily quotations sheets for the five business days immediately preceding the Date of Grant. 1Closing price of the : HK$3.410 per Share Shares on the Date of Grant Validity period of : 10 years from the Date of Grant up to 2 July 2034 (both Options days inclusive) subject to acceptance by the Grantees.No Options will be exercisable after expiry of the validity period.Vesting period of : (i) 25% of the Options shall be exercisable from 3 Options July 2025 to 2 July 2034 (both days inclusive); (ii) 25% of the Options shall be exercisable from 3 July 2026 to 2 July 2034 (both days inclusive); (iii) 25% of the Options shall be exercisable from 3 July 2027 to 2 July 2034 (both days inclusive); and (iv) 25% of the Options shall be exercisable from 3 July 2028 to 2 July 2034 (both days inclusive).Performance target : There is no performance target attached to the Options granted.In determining the grant of the Options to the Grantees (including a Director members of our senior management and certain employees) the Remuneration Committee took into account factors such as the Group’s performance the Grantee’s performance and past contributions to the Group with a view to better aligning incentives with long-term value creation.The Options have a vesting period of four years in equal proportions and the main purposes of the grant are to recognise the performance and contributions made by the Grantees before the grant and to encourage the Grantees to work towards enhancing the value of the Company and for the benefit of the Company and its shareholders as a whole. The Grantees have joined the Group for periods of different durations and they are all considered to have shown satisfactory work performance. Having considered the aforesaid factors the Remuneration Committee was of the view that 2performance targets were not necessary for the grant of the Options and such grant of the Options was in line with the purpose of the Share Option Scheme in providing a flexible means of giving incentive to and rewarding participants of the Share Option Scheme. The Remuneration Committee was also of the view that the grant of the Options aligned the interests of the Grantees with those of the Company and its shareholders.Clawback : Any Option (to the extent not already exercised) shall mechanism lapse and determine without compensation on the date the Grantee ceasing to be an eligible participant under the Share Option Scheme.Financial assistance : There is no arrangement for the Group to provide any financial assistance to the Grantees to facilitate the purchase of Share under the Share Option Scheme.Among the total of 6900000 Options granted 2000000 Options were granted to Mr.Thomas Hui To Executive Chairman of the Company and the remaining Options were granted to other employees of the Group. Pursuant to Rule 17.04(1) of the Listing Rules the grant of Options to Mr. Hui has been approved by the Independent Non-executive Directors of the Company.Save as disclosed above to the best knowledge of the Directors none of the Grantees is (i) a Director chief executive or substantial shareholder of the Company or an associate (as defined in the Listing Rules) of any of them; (ii) a participant with share options granted and to be granted exceeding the 1% individual limit (as defined in the Listing Rules); or (iii) a related entity participant or service provider (as defined in the Listing Rules) with share options granted and to be granted in any 12-month period exceeding 0.1% of the relevant class of Shares in issue.Following the grant of the Options the number of Shares available for future grant under the scheme mandate of the Share Option Scheme is 20050000.By Order of the Board CHAN Shu Hung Acting Company Secretary Hong Kong 3 July 2024 3As at the date of this announcement the Board of the Company comprises: Executive Chairman Thomas HUI To JP Non-executive Directors LI Ruigang Anthony LEE Hsien Pin Kenneth HSU Kin Independent Non-executive Directors Dr. William LO Wing Yan JP Dr. Allan ZEMAN GBM GBS JP Felix FONG Wo BBS JP 4