EXHIBIT
4.24

    


    SHARE
OPTION SCHEME

    OF

    China
Mass Media Corp.

    


    
      	
              1

            	
              DEFINITIONS AND
      INTERPRETATION

            


    

    


    
      	
              1.1

            	
              In
      this Scheme, save where the context otherwise requires, the following
      expressions have the respective meanings set opposite them
    :

            


    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                Expression

                                              	 	
                                                Meanings

                                              
	 	 	 
	
                                                “%”

                                              	 	
                                                per
      cent

                                              
	 	 	 
	
                                                “Adoption
      Date”

                                              	 	
                                                the
      date on which this Scheme becomes unconditional upon fulfillment of the
      conditions set out in paragraph 2.1

                                              
	 	 	 
	
                                                “Applicable
      Shares”

                                              	 	
                                                has
      the meaning given to that term in paragraph 9.2

                                              
	 	 	 
	
                                                “associate(s)”

                                              	 	
                                                has
      the meaning ascribed to it under the Listing Rules

                                              
	 	 	 
	
                                                “Auditors”

                                              	 	
                                                the
      auditors for the time being of the Company

                                              
	 	 	 
	
                                                “Board”

                                              	 	
                                                the
      board of directors of the Company or a duly authorised committee
      thereof

                                              
	 	 	 
	
                                                “business
      day”

                                              	 	
                                                any
      day (excluding Saturday) on which banks in Hong Kong are open generally
      for business

                                              
	 	 	 
	
                                                “Company”

                                              	 	
                                                China Mass Media Corp.,
      a company incorporated in the Cayman Islands with limited
      liability

                                              
	 	 	 
	
                                                “Date
      of Grant”

                                              	 	
                                                the
      date on which the Board resolves to make an offer to grant an Option under
      this Scheme to an Participant

                                              
	 	 	 
	
                                                “Director(s)”

                                              	 	
                                                the
      director(s) of the Company from time to time

                                              
	 	 	 
	
                                                “Grantee”

                                              	 	
                                                any
      Participant who accepts an Offer in accordance with the terms of this
      Scheme, or (where the context so permits) any person who is entitled to
      any such Option in consequence of the death of the original
      Grantee

                                              
	 	 	 
	
                                                “Group”

                                              	 	
                                                the
      Company and its Subsidiaries

                                              
	 	 	 
	
                                                “HK$”

                                              	 	
                                                Hong
      Kong dollars, the lawful currency of Hong Kong

                                              
	 	 	 
	
                                                “Hong
      Kong”

                                              	 	
                                                the
      Hong Kong Special Administrative Region of the People’s Republic of
      China

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
         


      

      
        
        

        
          

        

      

      
         


        EXHIBIT
4.24

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            “Individual
      Limit”

                                          	 	
                                            has
      the meaning given to that term in paragraph 8.5

                                          
	 	 	 
	
                                            “Listing
      Rules”

                                          	 	
                                            the
      Rules Governing the Listing of Securities on the Stock
      Exchange

                                          
	 	 	 
	
                                            “Offer”

                                          	 	
                                            the
      offer of the grant of an Option made in accordance with paragraph [ 4
      ]

                                          
	 	 	 
	
                                            “Option”

                                          	 	
                                            a
      right granted to subscribe for Shares pursuant to this
    Scheme

                                          
	 	 	 
	
                                            “Option
      Period”

                                          	 	
                                            a
      period to be notified by the Board to each Grantee at the time of making
      an Offer which shall not expire later than ten years from the Date of
      Grant

                                          
	 	 	 
	
                                            “Participants”

                                          	 	
                                            (a)  any
      full-time employee, director (including any non-executive director or
      independent non-executive director) and part time employee with weekly
      working hours of 15 hours or above of the Company or of any of its
      Subsidiaries;

                                          
	 	 	 
	 	 	      
                                            (b)  any
      adviser or consultant (in the areas of financial or corporate managerial)
      to the Company or to any of its Subsidiaries;
and

                                          
	 	 	 
	 	 	      
                                            (c)  any
      adviser, consultant, agent, business affiliate or any person or entity who
      provides research or other support directly or indirectly to the Group,
      and any employee, adviser or consultant to the investment management
      company for the Company, who, at the sole determination of the Board, has
      contributed to the Group (the assessment criteria of which are (i) such
      person’s contribution to the development and performance of the Group;
      (ii) the quality of work performed by such person for the Group directly
      or indirectly; (iii) the initiative and commitment of such person in
      performing his or her duties; and (iv) the length of service or
      contribution of such person to the Group)

                                          
	 	 	 
	
                                            “Scheme
      Limit”

                                          	 	
                                            has
      the meaning given to that term in paragraph 8.1

                                          
	 	 	 
	
                                            “Scheme
      Mandate Limit”

                                          	 	
                                            has
      the meaning given to that term in paragraph 8.2

                                          
	 	 	 
	
                                            “Scheme”

                                          	 	
                                            the
      share option scheme in its present form or as amended from time to time in
      accordance with the provisions
hereof

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


        EXHIBIT
4.24

      

    

    


    
      
        
          
            
              
                
                  
                    	
                            “Share
      Registrar”

                          	 	
                            the
      Hong Kong branch share registrar of the Company from time to
      time

                          
	 	 	 
	
                            “Shareholders”

                          	 	
                            holders
      of Shares

                          
	 	 	 
	
                            “Shares”

                          	 	
                            the
      ordinary share(s) in the share capital of the Company with a par value of
      US$0.001 each

                          
	 	 	 
	
                            “Stock
      Exchange”

                          	 	
                            the
      Stock Exchange of Hong Kong Limited

                          
	 	 	 
	
                            “Subscription
      Price”

                          	 	
                            the
      price per Share at which a Grantee may subscribe for Shares on the
      exercise of an Option as described in paragraph 5

                          
	 	 	 
	
                            “Subsidiary”

                          	 	
                            a
      company which is for the time being and from time to time a subsidiary
      (within the meaning of the Companies Ordinance (Chapter 32 of the Laws of
      Hong Kong)) of the Company, whether incorporated in Hong Kong or
      elsewhere

                          


                  

                

              

            

          

        

      

    

    


    
      	
              1.2

            	
              In
      this Scheme, save where the context otherwise requires
  :-

            


    

    


    
      
        	
              	
                (i)

              	
                the
      headings are inserted for convenience only and shall not limit, vary,
      extend or otherwise affect the construction of any provision of this
      Scheme;

              


      

    

    


    
      
        	
              	
                (ii)

              	
                references
      to paragraphs are references to paragraphs of this
  Scheme;

              


      

    

    


    
      
        	
              	
                (iii)

              	
                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;

              


      

    

    


    
      
        	
              	
                (iv)

              	
                expressions
      in the singular shall include the plural and vice
  versa;

              


      

    

    


    
      
        	
              	
                (v)

              	
                expressions
      in any gender shall include other genders;
and

              


      

    

    


    
      
        	
              	
                (vi)

              	
                references
      to persons shall include bodies corporate, corporations, partnerships,
      sole proprietorships, organizations, associations, enterprises and
      branches.

              


      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


        EXHIBIT
4.24

      

    


    
      	
              2

            	
              APPROVAL
      CONDITIONS

            


    

    


    
      	
              2.1

            	
              This
      Scheme shall take effect subject to and be conditional upon
    :

            


    

    


    
      
        	
              	
                (i)

              	
                the
      passing of the necessary resolution(s) by Shareholders at general meeting
      to approve and adopt this Scheme, and to authorise the Directors to grant
      Options and to allot, issue and deal with Shares pursuant to the exercise
      of any Options granted under this Scheme;
and

              


      

    

    


    
      
        	
              	
                (ii)

              	
                the
      Listing Committee of the Stock Exchange granting approval to the listing
      of, and permission to deal in, any Shares to be issued pursuant to the
      exercise of Options granted under this
Scheme.

              


      

    

    


    
      	
              2.2

            	
              If
      any of the above conditions are not satisfied, this Scheme shall forthwith
      determine, any Option granted or agreed to be granted pursuant to this
      Scheme and any offer of such grant shall be of no effect and no person
      shall be entitled to any rights or benefits or be under any obligations
      under or in respect of this Scheme.

            


    

    


    
      	
              3

            	
              PURPOSE, DURATION AND
      ADMINISTRATION

            


    

    


    
      	
              3.1

            	
              The
      purpose of this Scheme is to provide Participants with the opportunity to
      acquire proprietary interests in the Company and to encourage Participants
      to work towards enhancing the value of the Company and its Shares for the
      benefit of the Company and its Shareholders as a
  whole.

            


    

    


    
      	
              3.2

            	
              Subject
      to paragraphs 2 and 13, this Scheme shall be valid and effective for a
      period of ten years commencing on the Adoption Date. After the expiry of
      the ten-year period, no further Options will be offered or granted but in
      all other respects the provisions of this Scheme shall remain in force and
      effect in respect of Options granted under this Scheme but not yet
      exercised at the time of its termination. Options complying with the
      provisions of Chapter 17 of the Listing Rules which are granted during the
      life of this Scheme shall continue to be exercisable in accordance with
      their terms of issue after the end of the ten-year
  period.

            


    

    


    
      	
              3.3

            	
              This
      Scheme shall be subject to the administration of the Board, and the
      decision of the Board shall be final and binding on all parties. The Board
      shall have the right to (i) interpret and construe the provisions of this
      Scheme, (ii) determine the persons who will be offered Options under this
      Scheme, and the number of Shares and Subscription Price of the Options,
      (iii) subject to paragraph 12, make such appropriate and equitable
      adjustments to the terms of Options granted under this Scheme as it deems
      necessary, and (iv) make such other decisions or determinations as it
      shall deem appropriate in relation to the grant of Options and/or the
      administration of this Scheme. The interpretation of this Scheme by the
      Board must be in accordance with Chapter 17 of the Listing Rules and any
      interpretation of this Scheme if it amounts to alteration of this Scheme
      referred to in paragraph 12 must comply with the provisions in paragraph
      12.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


        EXHIBIT
4.24

      

    

     

    
      	
              3.4

            	
              No
      member of the Board shall be personally liable by reason of any contract
      or other instrument executed by such member or on his behalf in his
      capacity as a member of the Board nor for any mistake of judgment made in
      good faith, and the Company shall indemnify and hold harmless each
      employee, officer or Director of the Company to whom any duty or power
      relating to the administration or interpretation of this Scheme may be
      allocated or delegated, against any cost or expense (including legal fees)
      or liability (including any sum paid in settlement of a claim with the
      approval of the Board) arising out of any act or omission to act in
      connection with this Scheme unless arising out of such person’s own fraud
      or bad faith.

            


    

    


    
      	
              3.5

            	
              A
      Participant shall ensure that any exercise of Option under paragraph 6 is
      valid and complies with all laws, legislation and regulations to which he
      is subject. The Directors may, as a condition precedent of allotting
      Shares upon the exercise of an Option, require the relevant Participant to
      produce such evidence as it may reasonably require for such
      purpose.

            


    

    


    
      	
              4

            	
              GRANT OF
      OPTION

            


    

    


    
      	
              4.1

            	
              On
      and subject to the terms of this Scheme, the Board shall be entitled but
      shall not be bound at any time within a period of ten (10) years after the
      Adoption Date to make an Offer to any Participant, as the Board may in its
      absolute discretion select, to take up an Option pursuant to which such
      Participant may, during the Option Period, subscribe for such number of
      Shares as the Board may determine at the Subscription Price. The Offer
      shall specify the terms on which the Option is to be granted. Such terms
      may at the discretion of the Board, be imposed (or not imposed) either on
      a case by case basis or generally. There are no minimum periods for which
      an Option granted must be held and/or minimum performance targets that
      must be reached before the Option can be exercised in whole or in part,
      unless otherwise determined by the Board. A Date of Grant shall be a
      business day.

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


        EXHIBIT
4.24

      

    


    
      	
              4.2

            	
              The
      Directors shall not make an Offer to any Participant after a price
      sensitive event has occurred or a price sensitive matter has been the
      subject of a decision until such price sensitive information has been
      published in accordance with the Listing Rules. In particular, during the
      period commencing one month immediately preceding the earlier of (i) the
      date of the meeting of the Board (as such date is first notified to the
      Stock Exchange in accordance with the Listing Rules) for the approval of
      the Company’s interim or annual results (whether or not required under the
      Listing Rules); (ii) the last date on which the Company mush publish its
      interim or annual results announcement under the Listing Rules, and ending
      on the date of the announcement of the results, no Option may be
      granted.

            


    

    


    
      	
              4.3

            	
              The
      grant of Options to any Director, chief executive or substantial
      shareholder (as that term is defined in the Listing Rules) of the Company
      or their respective associates shall be approved by the independent
      non-executive Directors (excluding any independent non-executive director
      who is the proposed grantee of the Option). Where any grant of Options to
      a an independent non-executive Director or substantial shareholder of the
      Company (as that term is defined in the Listing Rules), 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
    :-

            


    

    


    
      
        	
              	
                (i)

              	
                representing
      in aggregate over 0.1% of the Shares in issue for the time being;
      and

              


      

    

    


    
      
        	
              	
                (ii)

              	
                having
      an aggregate value, based on the closing price of the Shares as stated in
      the daily quotations sheets issued by the Stock Exchange on the Date of
      Grant, in excess of HK$5
million,

              


      

    

    


    such
grant of Options shall be approved by the Shareholders (voting by way of poll).
All connected persons (as defined in the Listing Rules) of the Company shall
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 to be sent to the
Shareholders in connection therewith.

    


    
      	
              4.4

            	
              No
      Offer shall be made and no Option shall be granted to any Participant at a
      time when the Participant would or might be prohibited from dealing in the
      Shares by the Listing Rules or by any applicable rules, regulations or
      law.

            


    

    


    
      	
              4.5

            	
              An
      Offer 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 this Scheme and shall remain open for acceptance by
      the Participant to whom an Offer is made for a period of 7 days or such
      other period as the Board may decide from the date on which the letter
      containing the Offer is delivered to that Participant, 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 in accordance with
      the provisions hereof.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


        EXHIBIT
4.24

      

    

     

    
      	
              4.6

            	
              An
      Offer shall be deemed to have been accepted and the Option to which the
      Offer relates shall be deemed to have been granted and to have taken
      effect when the duplicate of the offer letter comprising acceptance of the
      Offer duly signed by the Grantee with the number of Shares in respect of
      which the Offer is accepted clearly stated therein, together with a
      remittance in favour of the Company of HK$1.00 or such other amount as
      decided by the Board by way of consideration for the grant thereof, is
      received by the Company. Such remittance shall in no circumstances be
      refundable.

            


    

    


    
      	
              4.7

            	
              Any
      Offer may be accepted in respect of less than the number of Shares for
      which it is offered provided that it is accepted in respect of such number
      of shares as represents a board lot for dealing in Shares on the Stock
      Exchange or an integral multiple thereof. To the extent that the Offer is
      not accepted within 7 days (or such other period referred to in paragraph
      4.5) in the manner indicated in paragraph 4.6, it will be deemed to have
      been irrevocable declined.

            


    

    


    
      	
              5

            	
              SUBSCRIPTION
      PRICE

            


    

    


    
      	
              5.1

            	
              The
      subscription price shall be such price determined by the Board at its
      absolute discretion and notified to the Participant in the Offer but shall
      be no less than the highest of :

            


    

    


    
      
        	
              	
                (i)

              	
                the
      closing price of the Shares as stated in the daily quotations sheets
      issued by the Stock Exchange on the Date of
  Grant;

              


      

    

    


    
      
        	
              	
                (ii)

              	
                the
      average closing price of the Shares as stated in the daily quotations
      sheets issued by the Stock Exchange for the 5 business days immediately
      preceding the Date of Grant;
and

              


      

    

    


    
      
        	
              	
                (iii)

              	
                the
      nominal value of a Share on the Date of
Grant.

              


      

    

    


    
      	
              6

            	
              EXERCISE OF
      OPTIONS

            


    

    


    
      	
              6.1

            	
              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 other person 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
      without incurring any liability on the part of the
  Company.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


        EXHIBIT
4.24

      

    

     

    
      	
              6.2

            	
              An
      Option may, subject to the provisions in paragraph 9, be exercised in
      whole or in part in the manner as set out in paragraph 6.3 by the Grantee
      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 of the amount of the
      Subscription Price multiplied by the number of Shares in respect of which
      the notice is given. Within 10 business days after receipt of the notice
      and, where appropriate, receipt of the Auditors’ certificate pursuant to
      paragraph 10, the Company shall allot, and shall instruct the Share
      Registrar to issue, the relevant Shares to the Grantee credited as fully
      paid and issue to the Grantee a share certificate in respect of the Shares
      so allotted.

            


    

    


    
      	
              6.3

            	
              Subject
      to the provisions in paragraph 9 and subject to the terms and conditions
      upon which such Option was granted, the Option may be exercised by the
      Grantee at any time during the Option Period, provided that
    :

            


    

    


    
      	
               
      

            	
              (a)

            	
              in the event
      the Grantee, if an employee, cease to be an employee of the Group
      for any reason other than on his/her death or the termination of his/her
      employment on one or more of the grounds specified in paragraph 7.1(g),
      the Option shall lapse on the date of cessation of such employment and not
      be exercisable unless the Board otherwise determines in which event the
      Option shall be exercisable to the extent and within such period as the
      Board may determine. The date of cessation of employment shall be the last
      actual working day on which the Grantee was physically at work with the
      Company or the relevant Subsidiary, whether salary is paid in lieu of
      notice or not;

            


    

    


    
      	
               
      

            	
              (b)

            	
              in
      the event the Grantee, if an employee of the Group, dies before exercising
      the Option in full and none of the events which would be a ground for
      termination of his or her employment under paragraph 7.1(g) then exists,
      the personal representative(s) of the Grantee shall be entitled within a
      period of 12 months from the date of death to exercise the Option up to
      the entitlement of such Grantee as at the date of death, failing which the
      Option will lapse;

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


        EXHIBIT
4.24

      

    


    
      	
               
      

            	
              (c)

            	
              if
      a general offer by way of takeover (other than by way of scheme of
      arrangement pursuant to paragraph 6.3(d) below) is made to all the
      Shareholders (or all such holders other than the offeror, any person
      controlled by the offeror and any person acting in association or concert
      with the offeror) and such offer becomes or is declared unconditional
      prior to the expiry date of the relevant Option, the Company shall
      forthwith give notice thereof to the Grantee and the Grantee shall be
      entitled to exercise the Option either to its full extent or to the extent
      notified by the Company pursuant to paragraph 6.4(b) at any time within
      such period as shall be notified by the
Company;

            


    

    


    
      	
               
      

            	
              (d)

            	
              if
      a general offer by way of scheme of arrangement is made to all the
      Shareholders and has been approved by the necessary number of Shareholders
      at the requisite meetings, the Company shall give notice thereof to the
      Grantee and the Grantee may at any time thereafter (but before such time
      as shall be notified by the Company) exercise the Option either to its
      full extent or to the extent notified by the Company pursuant to paragraph
      6.4(b);

            


    

    


    
      	
               
      

            	
              (e)

            	
              in
      the event a notice is given by the Company to its Shareholders to convene
      a Shareholders’ meeting for the purpose of considering and, if thought
      fit, approving a resolution to voluntarily wind up the Company, the
      Company shall give notice thereof to the Grantee and the Grantee may at
      any time thereafter (but before such time as shall be notified by the
      Company) exercise the Option either to its full extent or to the extent
      notified by the Company pursuant to paragraph 6.4(b), and the Company
      shall as soon as possible and in any event no later than three days prior
      to the date of the proposed Shareholders’ meeting, allot, issue and
      register in the name of the Grantee such number of fully paid Shares which
      fall to be issued on any exercise of such Option;
  and

            


    

    


    
      	
               
      

            	
              (f)

            	
              in
      the event of a compromise or arrangement, other than a scheme of
      arrangement contemplated in paragraph 6.3(d) above, between the Company
      and its members or creditors being proposed in connection with a scheme
      for the reconstruction or amalgamation of the Company, the Company shall
      give notice to all Grantees on the same day as it gives notice of the
      meeting to its members or creditors to consider such a scheme or
      arrangement and the Grantee may at any time thereafter but before such
      time as shall be notified by the Company exercise the Option either to its
      full extent or to the extent notified by the Company pursuant to paragraph
      6.4(b), and the Company shall as soon as possible and in any event no
      later than three days prior to the date of the proposed meeting, allot,
      issue and register in the name of the Grantee such number of fully paid
      Shares which fall to be issued on any exercise of such
    Option.

            


    

    



    
      
         


      

      
        
        

        
          

        

      

      
         


        EXHIBIT
4.24

      

    


    
      	
              6.4

            	
              For
      the purpose of paragraphs 6 and 7 :

            


    

    


    
      	
               
      

            	
              (a)

            	
              any
      references to exercising an Option shall refer to exercising that Option
      to the extent not already exercised, notwithstanding that the Option
      Period has not come into effect;

            


    

    


    
      	
               
      

            	
              (b)

            	
              pursuant
      to paragraph 6.3(c), (d), (e) and (f), the Company may, at the same time
      as giving the notice provided for under each of these paragraphs, also
      give notice to a Grantee that an Option may be exercised in part only,
      provided that the extent to which an Option may be exercised in part only
      shall not be less than the extent to which the Grantee could otherwise
      exercise the Option at the relevant time if no such notice is
      given;

            


    

    


    
      	
               
      

            	
              (c)

            	
              if
      the Company gives notice under paragraph 6.4(b) that an Option can be
      exercised in part only, the balance of the Option shall be deemed to have
      lapsed; and

            


    

    


    
      	
               
      

            	
              (d)

            	
              any
      reference to “employee” in paragraph 6 and paragraph 7.1(g) and (h) shall
      include any executive Director (but exclude any non-executive Director) of
      the Company and of its Subsidiaries, and the term “employment” shall be
      construed accordingly.

            


    

    


    
      	
              6.5

            	
              The
      Shares to be allotted and issued upon the exercised of an Option will be
      subject to all the provisions of the memorandum and articles of
      association of the Company for the time being in force and will rank pari
      passu with the fully paid Shares in issue on the date of the name of the
      Grantee is registered on the register of members of the Company. Prior to
      the Grantee being registered on the register of members of the Company,
      the Grantee shall not have any voting rights, or rights to participate in
      any dividends or distributions or any rights arising on a liquidation of
      the Company, in respect of the Shares to be issued upon the exercise of
      the Option.

            


    

    


    
      	
              6.6

            	
              Any
      Options granted but not exercised may be cancelled if the Grantee so
      agrees and new options may be granted to the Grantee provided such new
      options are granted under a share option scheme with available unissued
      options (excluding the cancelled Options) within the limit prescribed by
      paragraph 8 and otherwise comply with the terms of the relevant scheme
      pursuant to which such new options are
granted.

            


    

    


    
      	
              7

            	
              LAPSE OF
      OPTION

            


    

    


    
      	
              7.1

            	
              An
      option shall lapse automatically and not be exercisable, to the extent not
      already exercised, on the earliest of
:

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


        EXHIBIT
4.24

      

    

     

    
      	
               
      

            	
              (a)

            	
              the
      expiry of the Option Period (subject to the provisions of paragraph 3.2
      and 13.1);

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      expiry of the periods for exercising the Option as referred to in
      paragraphs 6.3(a), (b) or (e);

            


    

    


    
      	
               
      

            	
              (c)

            	
              subject
      to any court of competent jurisdiction not making an order the effect of
      which is to prohibit the offeror from acquiring the remaining Shares in
      the offer, the expiry of the period referred to in paragraph
      6.3(c);

            


    

    


    
      	
               
      

            	
              (d)

            	
              subject
      to the scheme of arrangement or compromise (referred to in paragraph
      6.3(d) or (f)) becoming effective, the expiry of the period for exercising
      an Option as referred to in paragraph 6.3(d) or
  (f);

            


    

    


    
      	
               
      

            	
              (e)

            	
              subject
      to paragraph 6.3(e), the date of the commencement of the winding-up of the
      Company;

            


    

    


    
      	
               
      

            	
              (f)

            	
              the
      date on which the Grantee commits a breach of paragraph
    6.1;

            


    

    


    
      	
               
      

            	
              (g)

            	
              the
      date on which the Grantee, if an employee, ceases to be an employee of the
      Group by reason of the termination of his or her employment on the grounds
      that he or she has been guilty of serious misconduct, or appears either to
      be unable to pay or to have no reasonable prospect of being able to pay
      his or her debts or has become bankrupt or has made any arrangement or
      composition with his or her creditors generally, or has been convicted of
      any criminal offence involving his or her integrity or honesty or on any
      other ground on which an employer would be entitled to terminate his or
      her employment summarily; and

            


    

    


    
      	
               
      

            	
              (h)

            	
              subject
      to paragraph 6.3(a), the date the Grantee, if an employee, ceases to be an
      employee of the Group by any other
reason.

            


    

    


    
      	
              8

            	
              MAXIMUM NUMBER OF
      SHARES SUBJECT TO OPTIONS

            


    

    


    
      	
              8.1

            	
              The
      overall limit on the number of Shares which may be issued upon exercise of
      all outstanding options granted and yet to be exercised under this Scheme
      and other share option schemes of the Company must not exceed 30% of the
      Shares in issue from time to time (“Scheme
  Limit”).

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


        EXHIBIT
4.24

      

    

    


    
      	
              8.2

            	
              Subject
      to paragraphs 8.1, 8.3, 8.4, 8.5 and 8.6, the Shares which are the subject
      of Options that may be granted immediately after the Adoption Date and
      options to be granted under any other option schemes of the Company must
      not in aggregate exceed 10% of the Shares in issue as at the Adoption Date
      (the “Scheme Mandate Limit”). Options lapsed in accordance with the terms
      of the relevant scheme shall not be counted for the purpose of calculating
      the Scheme Mandate Limit.

            


    

    


    
      	
              8.3

            	
              The
      Company may renew the Scheme Mandate Limit at any time subject to prior
      Shareholders’ approval. However, the Scheme Mandate Limit as renewed shall
      not exceed 10% of the Shares in issue as at the date of the aforesaid
      Shareholders’ approval. Options previously granted under this Scheme, and
      other share option schemes (including those outstanding, cancelled, lapsed
      in accordance with the schemes or exercised options) shall not be counted
      for the purpose of calculating the limit as renewed. A circular must be
      sent to Shareholders in connection with the meeting at which their
      approval will be sought.

            


    

    


    
      	
              8.4

            	
              The
      Company may also seek separate Shareholders’ approval for granting Options
      beyond the Scheme Mandate Limit to Participants specifically identified by
      the Company before the aforesaid Shareholders’ meeting where such approval
      is sought. A circular must be sent to Shareholders containing a generic
      description of the identified Participants, the number and terms of the
      Options to be granted, the purpose of granting Options to the identified
      Participants, and how these Options serve such
  purpose.

            


    

    


    
      	
              8.5

            	
              The
      total number of Shares issued and to be issued upon exercise of the
      Options granted and to be granted to each Participant or Grantee (as the
      case may be) (including both exercised, cancelled and outstanding options)
      in any 12-month period must not exceed 1% of the Shares in issue (the
      “Individual Limit”). Any further grant of Options in excess of the
      Individual Limit shall be subject to Shareholders’ approval with such
      Participant or Grantee (as the case may be) and his associates (as such
      term is defined in the Listing Rules) abstaining from voting. A circular
      must be sent to the Shareholders disclosing the identity of the
      Participant or Grantee (as the case may be) and the number and terms of
      the Options granted and to be granted. The number and terms of Options to
      be granted to such Participants or Grantee, as the case may be, shall be
      fixed before Shareholders’ approval is sought and the date of the Board
      meeting for proposing such further grant shall be taken as the Date of
      Grant of an Option for the purpose of calculating the Subscription
      Price.

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


        EXHIBIT
4.24

      

    


    
      	
              8.6

            	
              The
      maximum number of Shares referred to in paragraph 8.1 to 8.5 shall be
      adjusted, in such manner as the Auditors shall certify to be appropriate,
      fair and reasonable in the event of any alteration in the capital
      structure of the Company in accordance with paragraph 10 whether by way of
      capitalization of profits or reserves, rights issue, consolidation,
      reclassification, reconstruction, subdivision or reduction of the share
      capital of the Company.

            


    

    


    
      	
              9

            	
              REDEMPTION OF OPTIONS
      AFTER EXERCISE

            


    

    


    
      	
              9.1

            	
              Notwithstanding
      any other provision of this Scheme, the Board shall be entitled at its
      discretion at any time and from time to time to cancel any Option, either
      in whole or in part, which has been validly exercised by a Grantee, by
      giving notice in writing to the Grantee stating that such Option is
      thereby cancelled.

            


    

    


    
      	
              9.2

            	
              If
      any Option shall be cancelled pursuant to paragraph 9.1, the Grantee
      shall, subject as hereinafter provided, be entitled to receive a refund of
      the Subscription Price paid on exercise of such Option together with a
      payment in cash to compensate him for such cancellation, such refund and
      payment to be made within 14 business days of the Company giving notice of
      such cancellation. Once such refund and payment has been made by the
      Company, the Grantee shall have no other claim against the Company and
      shall waive any such claims in connection with any Option so cancelled.
      The amount of payment shall be calculated by reference to the following
      formula :

            


    

    


    (A x B) –
C

    


    where

    


    
      	
               
      

            	
              A

            	
              is
      the number of Shares that would have been issued on exercise of the Option
      (the “Applicable Shares”);

            


    

    


    
      	
               
      

            	
              B

            	
              is
      the average closing price of the Shares as stated in the daily quotations
      sheets issued by the Stock Exchange for the five business days immediately
      preceding the date of the Company receives notice of exercise of the
      Option; and

            


    

    


    
      	
               
      

            	
              C

            	
              is
      the aggregate Subscription Price for the Applicable
  Shares,

            


    

    


    provided
that (i) if the same shall result in a negative figure there shall be no
entitlement to any such payment and (ii) if the Subscription Price shall not be
the same for all the Applicable Shares, separate calculations shall be made in
respect of each portion of the Applicable Shares for which the Subscription
Price shall be the same, as if such rights of cancellation had been exercise
separately in respect of each such proportion of Applicable Shares. Any payment
made by the Company pursuant to the foregoing provisions shall be charged to its
retained profits or otherwise accounted for in accordance with the generally
accepted accounting principles which apply at the time of the relevant
payment.


    
      
         


      

      
        
        

        
          

        

      

      
         


        EXHIBIT
4.24

      

    

     

    
      	
              10

            	
              REORGANISATION OF
      CAPITAL STRUCTURE

            


    

    


    
      	
              10.1

            	
              In
      the event of any alteration in the capital structure of the Company whilst
      any Option remains exercisable or this Scheme remains in effect, and such
      event arises from a capitalization of profits or reserves, rights issue,
      consolidation, sub-division or reduction of the share capital of the
      Company or otherwise howsoever, then, in any such case the Company shall
      instruct the Auditors or independent financial adviser to the Company to
      certify in writing the adjustment, if any, that ought in their opinion
      fairly and reasonably to be made either generally or as regards any
      particular Grantee, to :

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      number or nominal amount of Shares subject to Option(s) already granted
      and to this Scheme (insofar as it is/they are unexercised);
      and/or

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      Subscription Price of any
Option(s),

            


    

    


    and an
adjustment as so certified by the Auditors or the independent financial adviser
to the Company shall be made, provided that :

    


    
      	
               
      

            	
              (i)

            	
              the
      Auditor or independent financial adviser shall confirm to the Directors in
      writing that the adjustment (other than any made on a capitalization
      issue) satisfy the requirements set out in the note to Rule 17.03(13) of
      the Listing Rules;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              no
      such adjustment shall be made the effect of which would be to enable a
      Share to be issued at less than its nominal
  value;

            


    

    


    
      
        	
              	
                (iii)

              	
                such
      adjustment must give a Participant the same proportion of the equity
      capital of the Company as that to which that person was previously
      entitled; and

              


      

    

    


    
      
        	
              	
                (iv)

              	
                the
      issue of securities of the Company as consideration in a transaction shall
      not be regarded as a circumstance requiring any such
      adjustment.

              


      

    

    


    In
respect of any such adjustments, other than any made on a capitalization issue,
the Auditors or independent financial adviser to the Company must confirm to the
Directors in writing that the adjustments satisfy the requirements of the
relevant provisions of the Listing Rules.


    
      
         


      

      
        
        

        
          

        

      

      
         


        EXHIBIT
4.24

      

    

     

    
      	
              10.2

            	
              If
      there has been any alteration in the capital structure of the Company as
      referred to in paragraph 10.1 above, the Company shall, upon receipt of a
      notice from a Grantee in accordance with paragraph 6.2, inform the Grantee
      of such alteration and shall either inform the Grantee of the adjustment
      to be made in accordance with the certificate of the Auditors or the
      independent financial adviser to the Company obtained by the Company for
      such purpose or, if no such certificate has yet been obtained, inform the
      Grantee of such fact and instruct the Auditors or the independent
      financial adviser to the Company as soon as practicable thereafter to
      issue a certificate in that regard in accordance with paragraph 10.1
      above.

            


    

    


    
      	
              10.3

            	
              In
      giving any certificate under this paragraph 10, the Auditors or
      independent financial adviser to the Company shall be deemed to be acting
      as experts and not as arbitrators and their certificate shall, in the
      absence of manifest error, be final and binding on the Company and all
      persons who may be affected
thereby.

            


    

    


    
      	
              11

            	
              SHARE
      CAPITAL

            


    

    


    
      	
              11.1

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

            


    

    


    
      	
              12

            	
              ALTERATION OF THIS
      SCHEME

            


    

    


    
      	
              12.1

            	
              The
      alteration of this Scheme are governed by Chapter 17 of the Listing Rules
      and this Scheme cannot be altered to the advantage of Grantees or
      prospective Grantees of Options except with the prior sanction of an
      ordinary resolution of the Company in general meeting with Participants
      and their associates abstaining from
voting.

            


    

    


    
      	
              12.2

            	
              Furthermore,
      the provisions in this Scheme relating to the matters set out in Rule
      17.03 of the Listing Rules must not be altered except with the prior
      approval of the Shareholders in general
meeting.

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


        EXHIBIT
4.24

      

    


    
      	
              12.3

            	
              Any
      alteration to the terms and conditions of this Scheme which are of a
      material nature or any change in the terms of Options granted or any
      change to the authority of the Board must be approved by the Shareholders,
      except where the alterations take effect automatically under the existing
      terms of this Scheme.  Any amended terms of this Scheme or the
      Options under such scheme must still comply with the relevant requirements
      of Chapter 17 of the Listing Rules.

            


    

    


    
      	
              13

            	
              TERMINATION

            


    

    


    
      	
              13.1

            	
              The
      Company by ordinary resolution in general meeting or the Board may at any
      time terminate the operation of this Scheme and in such event no further
      Options will be offered or granted but in all other respects the
      provisions of this Scheme shall remain in full force and effect in respect
      of Options granted under this Scheme but not yet exercised at the time of
      its termination. Options complying with the provisions of Chapter 17 of
      the Listing Rules which are granted during the life of this Scheme and
      which remain unexpired immediately prior to the termination of the
      operation of this Scheme shall continue to be exercisable
      thereafter.

            


    

    


    
      	
              13.2

            	
              Upon
      such termination, details of the Options granted (including Options
      exercised or outstanding) under this Scheme are required under the Listing
      Rules to be disclosed in the circular to Shareholders seeking approval of
      the first new scheme established
thereafter.

            


    

    


    
      	
              14

            	
              MISCELLANEOUS

            


    

    


    
      	
              14.1

            	
              This
      Scheme shall not form part of any contract of employment between the
      Company or any Subsidiary and any Participant, and the rights and
      obligations of any Participant under the terms of his or her office or
      employment shall not be affected by his or her participation in this
      Scheme or any right which he may have to participate in it and this Scheme
      shall afford such Participant no additional rights to compensation or
      damages in consequence of the termination of such office or employment for
      any reason.

            


    

    


    
      	
              14.2

            	
              This
      Scheme shall not confer on any person any legal or equitable right (other
      than those rights constituting the Options themselves) against the Company
      directly or indirectly or give rise to any cause of action at law or in
      equity against the Company.

            


    

    


    
      	
              14.3

            	
              The
      Company shall bear the costs of establishing and administering this
      Scheme.

            


    

    


    
      	
              14.4

            	
              A
      Grantee shall be entitled to receive copies of all notices and other
      documents sent by the Company to holders of Shares
    generally.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


        EXHIBIT
4.24

      

    

    


    
      	
              14.5

            	
              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 or
      at such other address as notified to the Grantee from time to time and, in
      the case of the Grantee, his or her address in Hong Kong as notified to
      the Company from time to time.

            


    

    


    
      	
              14.6

            	
              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.

            


    

    


    
      	
              14.7

            	
              All
      allotments and issue of Shares will be subject to all necessary consents
      under any relevant legislation for the time being in force in Hong Kong,
      People’s Republic of China, the place where the Company is incorporated
      and any other relevant jurisdictions, and a 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 his or her
      participation in this Scheme.

            


    

    


    
      	
              14.8

            	
              The
      Board shall have the power from time to time to make or vary regulations
      for the administration and operation of this Scheme, provided that the
      same are not inconsistent with the provisions of this Scheme. The Board
      shall also have the power to delegate its powers to grant Options to
      Participants and to determine the Subscription Price, to the Company’s
      chairman from time to time.

            


    

    


    
      	
              14.9

            	
              This
      Scheme and all Options granted hereunder shall be governed by and
      construed in accordance with the laws of Hong
  Kong.