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Exhibit 4.6



Dated the 28th day of June 2002


BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED









SHARE OPTION SCHEME

Adopted on 28 June 2002







Certified by :


/s/ Wu Xiao An




Wu Xiao An

Director

 







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	AMENDMENT TO BYE-LAWS OF BRILLIANCE CHINA
	AGREEMENT, DATED DECEMBER 1,2002
	JOINT VENTURE CONTRACT DATED MARCH 27,2003
	AGREEMENT DATED APRIL 28, 2003
	CAPITAL INCREASE AGREEMENT
	AMENDED JOINT VENTURE AGREEMENT
	SHARE OPTION SCHEME OF BRILLIANCE CHINA
	STATEMENTS EXPLAINING HOW RATIOS CALCULATED
	LIST OF SIGNIFICANT SUBSIDIARIES
	SECTION 906 CERTIFICATION FROM CEO
	SECTION 906 CERTIFICATION FROM CEO
	AMENDMENT TO ARTICLES OF ASSOCIATION








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CONTENT




	 	 	 	 	 	 	 	 	 
	Clause	 	Heading	 	Page
	
	 	
	 	

	 	1.	 	 	Definitions
	 	 	1	 
	 	2.	 	 	Conditions
	 	 	3	 
	 	3.	 	 	Purpose, Duration And Administration
	 	 	3	 
	 	4.	 	 	Grant Of Options
	 	 	4	 
	 	5.	 	 	Subscription Price
	 	 	6	 
	 	6.	 	 	Exercise Of Options
	 	 	6	 
	 	7.	 	 	Lapse Of Option
	 	 	8	 
	 	8.	 	 	Maximum Number Of Shares Available For Subscription
	 	 	9	 
	 	9.	 	 	Reorganisation Of Capital Structure
	 	 	10	 
	 	10.	 	 	Share Capital
	 	 	11	 
	 	11.	 	 	Disputes
	 	 	11	 
	 	12.	 	 	Alteration Of The Scheme
	 	 	11	 
	 	13.	 	 	Termination
	 	 	12	 
	 	14.	 	 	Cancellation of Options
	 	 	12	 
	 	15.	 	 	Miscellaneous
	 	 	13	 



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BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED

SHARE OPTION SCHEME



1. DEFINITIONS




	1.01	 	In this Scheme the following expressions have the following meanings.




	 	 	 
	"Adoption Date”	 	
means 28 June 2002, the date on which the Scheme is
conditionally adopted by the Company at a general meeting of
the Shareholders;
	 	 	 
	"Associates”	 	
has the meaning ascribed thereto in Rule 1.01 of the Listing
Rules;
	 	 	 
	"Auditors”
"Board”	 	
means the auditors for the time being of the Company;
means the board of directors of the Company or a duly
authorised committee thereof;
	 	 	 
	"Business Day”	 	
means a day (other than Saturday and days on which a tropical
cyclone warning No.8 or above or a “black rainstorm warning
signal” is hoisted in Hong Kong at any time between 9:00 a.m.
and 5:00 p.m.) on which banks are open in Hong Kong for
general banking business;
	 	 	 
	“Companies Act”	 	
means the Companies Act 1981 of Bermuda (as amended);
	 	 	 
	“Company”	 	
means Brilliance China Automotive Holdings Limited
, an exempted company incorporated
in Bermuda with limited liability;
	 	 	 
	“Connected Person”	 	
has the meaning ascribed thereto in the Listing Rules;
	 	 	 
	"Eligible Employees”	 	
means any employee of or any person to whom any offer of
employment has been made (whether full time or part time
employee, including any executive directors but not any
non-executive director) by the Company, its Subsidiaries and
any Invested Entity;
	 	 	 
	"Exchanges”	 	
means The New York Stock Exchange, Inc and The Stock Exchange
of Hong Kong Limited;
	 	 	 
	"Grantee”	 	
means any Participant who accepts the offer of the grant of
any Option in accordance with the terms of the Scheme or
(where the context so permits) a person entitled to any such
Option in consequence of the death of the original Grantee;
	 	 	 
	"Group”	 	
means the Company and its Subsidiaries from time to time;
	 	 	 
	“HKSE”	 	
means The Stock Exchange of Hong Kong Limited;
	 	 	 
	"Hong Kong”	 	
means the Hong Kong Special Administrative Region of the
People’s Republic of China;



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	“Invested Entity”	 	
means any entity in which the Group holds any equity interest;
	 	 	 
	“Listing Rules”	 	
means the Rules Governing the Listing of Securities on the
HKSE (as amended from time to time);
	 	 	 
	“Offer Date”	 	
means the date on which the Board passes a resolution
approving the making of a grant of an Option to a
Participant;
	 	 	 
	“Option”	 	
means an option to subscribe for Shares granted pursuant to
the Scheme;
	 	 	 
	“Option Period”	 	in respect of any particular Option, such period as the Board may in its
absolute discretion determine, save that such period shall not be more
than ten (10) years from the date of grant of the Option and that the Board
may at its discretion determine the minimum period for which the Option
has to be held before the exercise of the subscription right attaching
thereto;
	 	 	 
	“Participant”	 	
means any person belonging to any of the following
classes of participants :
	 	 	 
	 	 	(aa)  any Eligible Employee;

	 	 	 
	 	 	(bb)  any non-executive director (including
independent non-executive directors) of the Company, any of its Subsidiaries or any Invested Entity;

	 	 	 
	 	 	(cc)  any supplier of goods or services to any member
of the Group or any Invested Entity;

	 	 	 
	 	 	(dd)  any customer of the Group or any Invested Entity;

	 	 	 
	 	 	(ee)  any person or entity acing in their capacities
as advisers or consultants that provides research,
development or other technological support to the
Group or any Invested Entity; and

	 	 	 
	 	 	(ff)   any shareholder of any member of the Group or
any Invested Entity or any holder of any securities
issued by any member of the Group or any Invested
Entity determined by the directors of the Company as
having contributed or may contribute to the
development and growth of the Group and any Invested
Entity.

	 	 	 
	“Scheme”	 	means this share option scheme in its present or any
amended form;
	 	 	 
	"Shares”	 	
means shares of US$0.01 each (or of such other
nominal amount as shall result from a sub-division,
consolidation, re-classification or re-construction
of such shares from time to time) in the share
capital of the Company;
	 	 	 
	“Shareholders”	 	
means the holders of Shares;
	 	 	 
	“Subscription Price”	 	
means the price per Share at which a Grantee may
subscribe for Shares on the exercise of an Option as
described in Clause 5;
	 	 	 
	“trading day”	 	
means a day on which the HKSE is open for the trading
of securities;
	 	 	 
	“HK$”	 	
Hong Kong dollars; and
	 	 	 
	“US$”	 	
United States dollars.



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	1.02	 	In this Scheme, save as where the context otherwise requires :




	 	(a)	 	clause headings are inserted for convenience of reference
only and shall be ignored in the interpretation of the Scheme;
	 
	 	(b)	 	references herein to Clauses are to clauses of this Scheme;
	 
	 	(c)	 	references to any statute or statutory provision shall be
construed as references to such statute or statutory provision as
respectively amended, consolidated or re-enacted, or as its
operation is modified by any other statute or statutory provision
(whether with or without modification), and shall include any
subsidiary legislation enacted under the relevant statute;
	 
	 	(d)	 	expressions in singular shall include the plural and vice
versa;
	 
	 	(e)	 	expressions in any gender shall include other genders;
	 
	 	(f)	 	references to persons shall include bodies corporate,
corporations, partnerships, sole proprietorships, organisations,
associations, enterprises, branches and entities of any other kind;
and
	 
	 	(g)	 	references to “date of grant” shall be construed as the Offer
Date.




2. CONDITIONS




	2.01	 	This Scheme shall take effect subject to the passing of the resolution of
Shareholders of the Company to adopt the Scheme and is conditional upon :




	 	(a)	 	the listing committee of the HKSE granting approval of
listing of, and permission to deal in, the Shares to be allotted and
issued pursuant to the exercise of the subscription rights attaching
to the Options under this Scheme; and
	 
	 	(b)	 	if applicable, the Bermuda Monetary Authority granting
approval of this Scheme and the subsequent granting of Options under
this Scheme and the issue and allotment of Shares upon the exercise
of the subscription rights attaching to the Options.




	2.02	 	If the above conditions are not satisfied on or before 31 July 2002, the
Scheme shall forthwith determine and no person shall be entitled to any
rights or benefits or be under any obligations under or in respect of the
Scheme.
	 
	2.03	 	Reference in Clause 2.01 to the HKSE formally granting the approvals,
listing and permission referred to therein shall include any such
approvals, listing and permission which are granted subject to conditions.
	 
	2.04	 	A certificate of the Board to the effect that the conditions set out in
Clause 2.01 have been satisfied and the date on which such conditions were
satisfied or that any such condition has not been satisfied as of any
particular date shall be conclusive evidence of the matters certified.



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3. PURPOSE, DURATION AND ADMINISTRATION




	3.01	 	The purpose of this Scheme is to provide incentives or rewards to
Participants thereunder for
their contribution to the Group and / or to enable the Group to recruit
and retain high-calibre employees and attract human resources that are
valuable to the Group and any Invested Entity.
	 
	3.02	 	Subject to Clause 13, the Scheme shall be valid and effective for a period of
ten (10) years commencing on the date on which the condition set out in
Clause 2.01 is satisfied, after which period no further Options will be
granted but the provisions of this Scheme shall remain in full force and
effect in all other respects. Options complying with the provisions of the
Listing Rules which are granted during the duration of this Scheme and
remain unexercised immediately prior to the end of the ten-year period
shall continue to be exercisable in accordance with their terms of grant
within the Option Period for which such Option are granted,
notwithstanding the expiry of this Scheme.
	 
	3.03	 	The Scheme shall be subject to the administration of the Board (including
the independent non-executive directors) whose decision (save as otherwise
provided herein) shall be final and binding on all parties.




4. GRANT OF OPTIONS




	4.01	 	On and subject to the terms of the Scheme, the Board shall be entitled at
any time and from time to time within ten (10) years after the Adoption
Date to offer to grant to any Participant as the Board may in its absolute
discretion select, and subject to such conditions as the Board may think
fit, an Option to subscribe for such number of Shares as the Board may
determine at the Subscription Price. For the purposes of the Scheme,
Options may be granted to any company wholly owned by one or more persons
belonging to any of the Participants or any discretionary object of a
Participant which is a discretionary trust. For the avoidance of doubt,
the grant of any Options by the Company for the subscription of Shares or
other securities of the Group to any person who falls within any of the
classes of Participants shall not, by itself, unless the Directors
otherwise determine, be construed as a grant of Options under this Scheme.
The basis of eligibility of any of the above class of participants to the
grant of any options shall be determined by the Directors from time to
time on the basis of their contribution to the development and growth of
the Group and any Invested Entity.
	 
	4.02	 	No offer of grant of Options shall be made after a price sensitive
development has occurred or a price sensitive matter has been the subject
of a decision until such price sensitive information has been published in
the newspapers. In particular, during the period of one month immediately
preceding the earlier of (i) the date of the board meeting (as such is
first notified to the HKSE in accordance with the terms of the listing
agreement) for approval of the interim or annual results; and (ii) the
deadline for publishing the interim or annual results of the Company under
the listing agreement with the HKSE, and ending on the date of the
announcement of the results, no Option should be granted. The Board may
not grant any Option to a Participant who is a Director during the periods
or times in which Directors are prohibited from dealing in shares pursuant
to the Model Code for Securities Transactions by Directors of Listed
Companies prescribed by the Listing Rules or any corresponding code or
securities dealing restrictions adopted by the Company.
	 
	4.03	 	An offer of the grant of an Option shall be made to a Participant by
letter in such form as the Board may from time to time determine requiring
the Participant to undertake to hold the Option on the terms on which it
is to be granted and to be bound by the provisions of the 



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	 	 	Scheme and shall
remain open for acceptance by the Participant concerned for a period of
twenty-eight (28) days from the date upon which it is made provided that
no such offer shall be open for acceptance after the tenth anniversary of
the Adoption Date or after this Scheme
has been terminated.
	 
	4.04	 	An Option shall be deemed to have been granted and to have taken effect
(with retrospective effect from the Offer Date) when the duplicate letter
comprising acceptance of the Option duly signed by the Grantee with the
number of Shares in respect of which the offer of grant is accepted
clearly stated therein, together with a remittance in favour of the
Company of HK$1.00 by way of consideration for the grant thereof is
received by the Company. Such remittance shall in no circumstances be
refundable.
	 
	4.05	 	Any offer of the grant of an Option may be accepted in respect of less
than the number of Shares in respect of which it is offered provided that
it is accepted in respect of such number of Shares as represents a board
lot for the time being for the purposes of trading on the Exchanges or an
integral multiple thereof. To the extent that the offer of the grant of
an Option is not accepted within twenty-eight (28) days from the date upon
which it is made in the manner indicated in Clause 4.04, it will be deemed
to have been irrevocably declined and automatically lapsed.
	 
	4.06	 	Each grant of Options to a director, chief executive (other than a
proposed director or a proposed chief executive of the Company) or
substantial shareholder of the Company, or any of their respective
Associates, under the Scheme or any other share option scheme of the
Company or any of its subsidiaries shall comply with the requirements of
Rule 17.04 of the Listing Rules and shall be subject to approval by the
independent non-executive directors of the Company (excluding any
independent non-executive director who is a Grantee of the Options).
	 
	4.07	 	In case of any change in the terms of Options granted to a substantial
shareholder or an independent non-executive director of the Company, or
any of their respective Associates; or where any grant of Options to a
substantial shareholder or an independent non-executive director of the
Company, or any of their respective Associates, would result in the Shares
issued and to be issued upon exercise of all Options already granted and
to be granted (including Options exercised, cancelled and outstanding) to
such person in the 12-month period up to and including the date of such
grant:




	 	(a)	 	representing in aggregate over 0.1% of the relevant class of
Shares in issue; and
	 
	 	(b)	 	having an aggregate value, based on the closing price of the
Shares at the date of each grant, in excess of HK$5,000,000,




	 	 	such further grant of Options must be approved by the Shareholders. The
Company shall send a circular to all Shareholders in connection thereto.
All Connected Persons of the Company must abstain from voting at such
general meeting, except that any Connected Person may vote against the
relevant resolution at the general meeting provided that his intention to
do so has been stated in the circular. Any vote taken at the meeting to
approve the grant of such Options must be taken on a poll.
	 
	4.08	 	The circular referred to in Clause 4.07 shall contain:




	 	(a)	 	details of the number and terms (including the Option Period,
performance targets (if any), basis of determination of exercise
price and the rights attached to the Shares or the Option) of the
Options to be granted to each such substantial shareholder or
independent non-executive director of the Company, or any of their
respective 



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	 	 	 	Associates, which must be fixed before the Shareholders’
meeting and the date of board meeting for proposing such further
grant should be taken as the date of grant for the purpose of
calculating the Subscription Price;
	 
	 	(b)	 	a recommendation from the independent non-executive directors
of the Company (excluding any independent non-executive director who
is a Grantee of the Options) to the independent Shareholders as to
voting; and
	 
	 	(c)	 	the information required under rules 17.02(2)(c) and (d) of
the Listing Rules and the disclaimer required under rule 17.02(4) of
the Listing Rules.




5. SUBSCRIPTION PRICE




	 	 	The Subscription Price in respect of any particular Option shall be such
price as determined by the Board in its absolute discretion at the time
of the grant of the relevant Option (and shall be stated in the letter
containing the offer of the grant of the Option) but in any case the
Subscription Price shall not be lower than the higher of (i) the closing
price of the Shares as stated in the HKSE’s daily quotation sheet on the
date of grant, which must be a trading day; and (ii) the average closing
price of the Shares as stated in the HKSE’s daily quotations sheets for
the five (5) trading days immediately preceding the date of grant; and
(iii) the nominal value of a Share. Without prejudice to the generality
of the foregoing, the Board may grant Options in respect of which the
Subscription Price is fixed at different prices for different periods
during the Option Period provided that the subscription price for Shares
for each of the different period shall not be less than the subscription
price determined in the manner set out in this Clause 5.




6. EXERCISE OF OPTIONS




	6.01	 	An Option shall be personal to the Grantee and shall not be assignable
and no Grantee shall in any way sell, transfer, charge, mortgage, encumber
or create any interest in favour of any third party over or in relation to
any Option. Any breach of the foregoing shall entitle the Company to
cancel any outstanding Option or part thereof granted to such Grantee.
	 
	6.02	 	An Option may be exercised in whole or in part in the manner as set out
in Clauses 6.03 and 6.04 by the Grantee (or, as the case may be, his or
her legal personal representative(s)) giving notice in writing to the
Company stating that the Option is thereby exercised and the number of
Shares in respect of which it is exercised. Each such notice must be
accompanied by a remittance for the full amount of the Subscription Price
for the Shares in respect of which the notice is given. Within
twenty-eight (28) days after receipt of the notice and the remittance and,
where appropriate, receipt of the certificate of the Company’s independent
financial adviser or Auditors pursuant to Clause 9, the Company shall
allot the relevant Shares to the Grantee (or his or her legal personal
representative(s)) credited as fully paid and issue to the Grantee (or his
or her legal personal representative(s)) a share certificate in respect of
the Shares so allotted.
	 
	6.03	 	Subject as hereinafter provided in this Scheme, the Option may be
exercised by the Grantee (or his or her legal personal representatives) at
any time during the Option Period provided that:-




	 	(a)	 	in the event of the Grantee ceasing to be an Eligible
Employee for any reason other than his or her death or the
termination of his or her employment on one or more of 



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	 	 	 	the grounds
specified in Clause 7(e), the Grantee may exercise the Option up to
his or her entitlement at the date of cessation of his or her
employment within the period of 1 month following the date of
cessation in whole or in part (to the extent not already exercised)
which date shall be the last actual working day with the Company or
the relevant Subsidiary or the relevant Invested Entity whether
salary is paid in lieu of
notice or not, or such longer period following the date of
cessation as the Board may determine;
	 
	 	(b)	 	in the event that the Grantee ceases to be a Participant by
reason of death (provided that none of the events which would be a
ground for termination of his or her employment under Clause 7(e)
arises prior to his or her death), the legal personal
representative(s) of this Grantee shall be entitled within a period
of twelve (12) months from the date of death (or such longer period
as the Board may determine) to exercise the Option in full (to the
extent not already exercised);
	 
	 	(c)	 	in the event of a general offer, whether by way of take-over
offer or share re-purchase offer, or scheme of arrangement or
otherwise in like manner is made to all the holders of Shares, or
all such holders other than the offeror and/or any person controlled
by the offeror and/or any person acting in association or concert
with the offeror, the Company shall use its best endeavours to
procure that such offer is extended to all the Grantees on the same
terms, mutatis mutandis, and assuming that they will become, by the
exercise in full of the Options granted to them, shareholders of the
Company. If such offer, having been approved in accordance with
applicable laws and regulatory requirements becomes, or is declared
unconditional, the Grantee (or his or her legal personal
representative(s)) shall be entitled to exercise the Option in full
(to the extent not already exercised) at any time within 14 days
after the date on which such general offer becomes or is declared
unconditional;
	 
	 	(d)	 	in the event of an effective resolution being passed for the
voluntarily winding-up of the Company or an order of the court is
made for the winding-up of the Company, the Grantee (or his or her
legal personal representative(s)) may by notice in writing to the
Company within 21 days after the date of such resolution elect to be
treated as if the Option (to the extent not already exercised) had
been exercised immediately before the passing of such resolution
either to its full extent or to the extent specified in the notice,
such notice to be accompanied by a remittance for the full amount of
the aggregate Subscription Price for the Shares in respect of which
the notice is given, whereupon the Grantee will be entitled to
receive out of the assets available in the liquidation pari passu
with the holders of Shares such sum as would have been received in
respect of the Shares the subject of such election; and
	 
	 	(e)	 	if a compromise or arrangement between the Company and its
members or creditors 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, the Company
shall give notice thereof to all Grantees (together with a notice of
the existence of the provisions of this Clause) on the same date as
it dispatches to each member or creditor of the Company a notice
summoning the meeting to consider such a compromise or arrangement,
and thereupon each Grantee (or where permitted under Clause 6.03(b)
his legal personal representative(s)) shall be entitled to exercise
all or any of his Options in whole or in part at any time prior to
12 noon on the day immediately preceding the date of the meeting
directed to be convened by the Court for the purposes of considering
such compromise or arrangement. With effect from the date of such
meeting, the rights of all Grantees to exercise their respective
Options shall forthwith be suspended. Upon such compromise or
arrangement becoming effective, all Options shall, to the extent
that they have not been exercised, lapse and terminate. The
Directors shall endeavour to procure that the Shares issued as a
result of the exercise of Options under this Clause 6.03(e) shall
for the purposes of such compromise or arrangement 



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	 	 	 	form part of the
issued share capital of the Company on the effective date thereof
and that such Shares shall in all respects be subject to such
compromise or arrangement. If for any reason such compromise or
arrangement is not approved by the Court (whether upon the terms
presented to the Court or upon any other terms as may be approved
by such Court) the rights of Grantees to exercise their respective
Options shall with effect from the date of the making of the order
by the Court be restored in full and shall thereupon become
exercisable (but subject to the other terms of the Scheme) as if
such compromise or arrangement had not been proposed by the Company
and no claim shall lie against the Company or any of its officers
for any loss or damage sustained by any Grantee as a result of the
aforesaid suspension.




	6.04	 	There is no performance target that has to be achieved before the exercise of
any Option except otherwise imposed by the Board pursuant to Clause 4.01
and stated in the offer of grant of an Option.
	 
	6.05	 	The Shares to be allotted upon the exercise of an Option will be subject
to all the provisions of the bye-laws of the Company for the time being in
force and will rank pari passu in all respects with the fully paid Shares
in issue as from the day when the name of the Grantee is registered on the
register of members of the Company and accordingly will entitle the
holders to participate in all dividends or other distributions paid or
made on or after the date when the name of the Grantee is registered on
the register of members of the Company other than any dividend or other
distribution previously declared or recommended or resolved to be paid or
made with respect to a record date which shall be before the date when the
name of the Grantee is registered on the register of members of the
Company, provided always that when the date of exercise of the Option
falls on a day upon which the register of members of the Company is closed
then the exercise of the Option shall become effective on the first
Business Day in Hong Kong on which the register of members of the Company
is re-opened. A Share allotted upon the exercise of an Option shall not
carry any voting right until the completion of the registration of the
Grantee as the holder thereof.




7. LAPSE OF OPTION




	 	 	An Option shall lapse automatically (to the extent not already exercised)
on the earliest of:-




	 	(a)	 	the expiry of the Option Period;
	 
	 	(b)	 	the expiry of any of the periods referred to in Clause
6.03(a) or (b);
	 
	 	(c)	 	the date on which the offer (or as the case may be, revised
offer) referred to in Clause 6.03(c) closes;
	 
	 	(d)	 	subject to Clause 6.03(d), the date of the commencement of
the winding-up of the Company;
	 
	 	(e)	 	the date on which the Grantee ceases to be an Eligible
Employee by reason of the termination of his or her employment on
any one or more of the grounds that he or she has been guilty of
misconduct, or has committed an act of bankruptcy or has become
insolvent or has made any arrangement or composition with his or her



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	 	 	 	creditors generally, or has been convicted of any criminal offence
involving his or her integrity or honesty or (if so determined by
the Board) on any other ground on which an employer would be
entitled to terminate his or her employment at common law or
pursuant to any applicable laws or under the Grantee’s service
contract with the Company or the relevant Subsidiary or the relevant
Invested Entity. A resolution of the Board or the board of
directors of the relevant Subsidiary or the board of directors of
the relevant Invested Entity to the effect that employment of a
Grantee has or has
not been terminated on one or more of the grounds specified in this
Clause 7(e) shall be conclusive and binding on the Grantee;
	 
	 	(f)	 	subject to Clause 6.03(e), the date when the proposed
compromise or arrangement becomes effective; or
	 
	 	(g)	 	the date on which the Grantee commits a breach of Clause
6.01;
	 
	 	(h)	 	if the Directors at their absolute discretion determine that
the Grantee (other than an Eligible Employee) or his or her
Associate has committed any breach of any contract entered into
between the Grantee or his or her Associate on the one part and the
Group or any Invested Entity on the other part or that the Grantee
has committed any act of bankruptcy or has become insolvent or is
subject to any winding-up, liquidation or analogous proceedings or
has made any arrangement or composition with his or her creditors
generally, the Directors shall determine that the outstanding
Options granted to the Grantee shall lapse. In such event, his or
her Options will lapse automatically and will not in any event be
exercisable on or after the date on which the Directors have so
determined.




8. MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION




	8.01	(a)	 	The total number of Shares in respect of which Options may be granted
under the Scheme and any other share option schemes of the Company shall
not exceed 10 per cent. of the total number of Shares in issue on the
Adoption Day unless the Company seeks the approval of the Shareholders in
general meeting for refreshing the 10 per cent. limit under this Scheme
provided that Options lapsed in accordance with the terms of this Scheme
or any other share option schemes of the Company will not be counted for
the purpose of calculating the 10 per cent. limit under this Clause
8.01(a).




	 	(b)	 	The Company may seek approval of the Shareholders in general
meeting for refreshing the 10 per cent. such that the total number
of Shares in respect of which Options may be granted under the
Scheme and any other share option schemes of the Company as
“refreshed” shall not exceed 10 per cent. of the total number of
Shares in issue as at the date of the approval of the Shareholders
provided that Options previously granted under this Scheme or any
other share option schemes of the Company (including Options
outstanding, cancelled, lapsed or exercised in accordance with the
terms of this Scheme or any other share option scheme of the
Company) will not be counted for the purpose of calculating the
limited as “refreshed”. For the purpose of seeking the approval of
Shareholders under this Clause 8.01(b), a circular containing the
information as required under the Listing Rules must be sent to the
Shareholders.
	 
	 	(c)	 	The Company may seek separate approval by the Shareholders in
general meeting for granting options beyond the 10 per cent. limit
set out in Clause 8.01(b) provided that the Grantee(s) of such
Option(s) must be specifically identified by the Company before such
approval is sought. For the purpose of seeking the approval of the



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	 	 	 	Shareholders under this Clause 8.01(c), the Company must send a
circular to the Shareholders containing a generic description of the
specified Grantees who may be granted such Options, the number and
terms of the Options to be granted, the purpose of granting such
Options to the Grantees with an explanation as to how the terms of
Options serve such purpose and the information as required under the
Listing Rules.
	 
	 	(d)	 	Notwithstanding anything to the contrary herein, the maximum
number of Shares
which may be issued upon exercise of all outstanding Options
granted and yet to be exercised under this Scheme and any other
share option scheme of the Company must not exceed 30 per cent. of
the total number of Shares in issue from time to time. No Options
may be granted under this Scheme or any other share option scheme
of the Company (or any Subsidiary) if this will result in the limit
set out in this Clause 8.01(d) being exceeded.




	8.02	(a)	 	Subject to Clause 8.02(b), no Participant shall be granted an Option
if exercise in full, would result in the total number of Shares already
issued under all the Options granted to it or him or her which have been
exercised and issuable under all the Options granted to it or him or her
which are for the time being subsisting and unexercised in any 12-month
period would exceed 1 per cent. of the total number of Shares in issue.




	 	(b)	 	Where any further grant of Options to a Participant, if
exercised in full, would result in the total number of Shares
already issued under all the Options granted to it or him or her
which have been exercised and issuable under all the Options granted
to it or him or her which are for the time being subsisting and
unexercised in any 12-month period exceed 1 per cent. of the total
number of Shares in issue, such further grant must be separately
approved by the Shareholders in general meeting with the Participant
and his Associates abstaining from voting. The Company must send a
circular to the Shareholders and the circular must disclose the
identity of the Participant, the number and terms of the Options to
be granted and Options previously granted to such Participant and
the information as required under the Listing Rules. The number and
terms (including the Subscription Price) of the Options to be
granted to such Participant must be fixed before Shareholders’
approval and the date of the meeting of the Board for proposing such
further grant of Option should be taken as the date of grant for the
purpose of calculating the Subscription Price.




	8.03	 	Subject to Clauses 8.01 and 8.02, the number of Shares subject to Options
and to the Scheme may be adjusted, in such manner as the Company’s
independent financial adviser or Auditors (acting as experts and not as
arbitrators) shall certify in writing to the Board to be in their opinion
fair and reasonable, in the event of any alteration in the capital
structure of the Company whether by way of capitalisation of profits or
reserves, rights issue or other similar offer of securities to holders of
Shares, consolidation, subdivision or reduction or similar reorganisation
of the share capital of the Company provided that no such adjustment shall
be made in the event of an issue of Shares as consideration in respect of
a transaction to which the Company is a party.




9. REORGANISATION OF CAPITAL STRUCTURE




	 	 	In the event of any alteration in the capital structure of the Company
whilst any Option remains exercisable, whether by way of capitalisation
of profits or reserves, rights issue or other similar offer of securities
to holders of Shares, consolidation, subdivision or reduction or similar
reorganisation of the share capital of the Company (other than an issue
of Shares as 



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	 	 	consideration in respect of a transaction to which the
Company is a party), such corresponding alterations (if any) shall be
made in:




	 	(a)	 	the number of Shares subject to the Option so far as
unexercised; and/or
	 
	 	(b)	 	the Subscription Price; and/or
	 
	 	(c)	 	the method of exercise of the Option; and/or
	 
	 	(d)	 	the maximum number of Shares referred to in Clauses 8.01 and 8.02,




	 	 	as the Company’s independent financial adviser or Auditors shall certify
in writing to the Board to be in their opinion fair and reasonable,
provided that any alteration shall be made on the basis that the
proportion of the issued share capital of the Company to which a Grantee
is entitled after such alteration shall remain the same as that to which
he was entitled before such alteration and that the aggregate
Subscription Price payable by a Grantee on the full exercise of any
Option shall remain as nearly as possible the same (but shall not be
greater than) as it was before such event, but so that no such alteration
shall be made the effect of which would be to enable any Share to be
issued at less than its nominal value and no such adjustment will be
required in circumstances where there is an issue of Shares or other
securities of the Group as consideration in a transaction.
	 
	 	 	In addition, in respect of any such alteration as provided in this Clause
9, other than any made on a capitalisation issue, the Company’s
independent financial adviser or the Auditors must confirm in writing to
the directors of the Company that the alteration satisfies the
requirements of the relevant provision of the Listing Rules.
	 
	 	 	The capacity of the Company’s independent financial adviser or the
Auditors in this Clause 9 is that of experts and not of arbitrators and
their certification shall be final and binding on the Company and the
Grantees.
	 
	 	 	The costs of the Company’s independent financial advisers or the Auditors
shall be borne by the Company.




10. SHARE CAPITAL




	 	 	The exercise of any Option shall be subject to the shareholders of the
Company in general meeting approving any necessary increase in the
authorised share capital of the Company. Subject thereto the Board shall
make available sufficient authorised but unissued share capital of the
Company to meet subsisting requirements on the exercise of Options.




11. DISPUTES




	 	 	Any dispute arising in connection with the Scheme (whether as to the
number of Shares the subject of an Option, the amount of the Subscription
Price, or otherwise) shall be referred to the decision of the Company’s
independent financial advisers or the Auditors who shall act as experts
and not as arbitrators and whose decision shall be final and binding.



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12. ALTERATION OF THE SCHEME




	12.01	 	The Scheme may be altered in any respect by resolution of the Board
except that:




	 	(a)	 	any changes to the definitions of Participant and Grantee and
Option Period in Clause 1.01;
	 
	 	(b)	 	any changes to the provisions of Clauses 3, 4, 5, 6, 7, 8, 9,
this Clause 12, Clauses 13 and 14;
	 
	 	(c)	 	any alteration to the terms and conditions of this Scheme
which are of a material nature;
	 
	 	(d)	 	any change to the terms of the Options granted;
	 
	 	(e)	 	any change to the authority of the Board in relation to any
alteration to the terms of this Scheme,




	 	 	must be approved by a resolution by the Shareholders in general meeting,
except where such alterations take effect automatically under the
existing terms of the Scheme, provided that the amended terms of the
Scheme or the Options shall still comply with the requirements of Chapter
17 of the Listing Rules and that no such alteration shall operate to
affect adversely the terms of issue of any Option granted or agreed to be
granted prior to such alteration except with the consent or sanction in
writing of such number of Grantees as shall together hold Options in
respect of not less than three-fourths in nominal value of all Shares
then subject to Options granted under the Scheme and provided further
that any alterations to the terms and conditions of the Scheme which are
of a material nature shall first be approved by the HKSE.
	 
	12.02	 	The Company must provide to all Grantees all details relating to changes
in the terms of the Scheme during the life of the Scheme immediately upon
such changes taking effect.




13. TERMINATION




	 	 	The Company, by resolution in general meeting, or the Board may at any
time terminate the operation of the Scheme and in such event no further
Option will be offered but the provisions of the Scheme shall remain in
full force and effect to the extent necessary to give effect to the
exercise of the Options (to the extent not already exercised) granted
prior to the termination or otherwise as may be required in accordance
with the provision of the Scheme. Options (to the extent not already
exercised) granted prior to such termination shall continue to be valid
and exercisable in accordance with the Scheme.




14. CANCELLATION OF OPTIONS




	14.01	 	Any cancellation of Options granted but not exercised shall require
approval of the Board and the Shareholders in general meeting with the
relevant Grantees and their Associates abstaining from voting.
	 
	14.02	 	Any vote taken at the meeting to approve such cancellation must be taken
by poll. Cancelled Options may be re-issued after such cancellation has
been approved, provided that re-issued Options shall only be granted in
compliance with the terms of the Scheme.



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	14.03	 	Where the Company cancels Options and issues new ones to the same
Grantee, the issue of such new Options may only be made under a scheme with available unissued Options
(excluding the cancelled Options) within the limit approved by
Shareholders as mentioned in Clause 8.01(a).





	14.04	 	For the avoidance of doubt, Options which have been exercised shall not
be included as cancelled Options.




15. MISCELLANEOUS




	15.01	 	The Company shall bear the costs of establishing and administering the
Scheme.
	 
	15.02	 	The Company shall provide a summary of the terms of the Scheme to all
Grantees upon their joining the Scheme and a copy of the rules of the
Scheme to any Grantee who requests such a copy.
	 
	15.03	 	A Grantee shall be entitled to receive copies of all notices and other
documents sent by the Company to holders of Shares.
	 
	15.04	 	Any notice or other communication between the Company and a Grantee may
be given by sending the same by prepaid post or by personal delivery to,
in the case of the Company, its principal place of business in Hong Kong
at Suites 2303-2306, 23rd Floor, Great Eagle Centre, 23 Harbour Road,
Wanchai, Hong Kong or as otherwise notified to the Grantees from time to
time and, in the case of the Grantee, his or her residential address in
Hong Kong as notified to the Company from time to time.
	 
	15.05	 	Any notice or other communication served by post:




	 	(a)	 	by the Company shall be deemed to have been served 24 hours
after the same was put in the post; and
	 
	 	(b)	 	by the Grantee shall not be deemed to have been received
until the same shall have been received by the Company.




	15.06	 	The Grantee shall be responsible for obtaining any governmental or other
official consent that may be required by any country or jurisdiction in
order to permit the grant or exercise of the Option. The Company shall
not be responsible for any failure by a Grantee to obtain any such consent
or for any tax or other liability to which a Grantee may become subject as
a result of its or his or her participation in the Scheme.
	 
	15.07	 	By accepting an Option, a Grantee shall be deemed irrevocably to have
accepted the grant of Option subject to the provisions of this Scheme and
to have waived any entitlement, by way of compensation for loss of office
or otherwise howsoever, to any sum or other benefit to compensate it or
him for loss of any rights under the Scheme.
	 
	15.07	 	The Scheme and all Options granted hereunder shall be governed by and
construed in accordance with Hong Kong laws.




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