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Directors%u2019 ReportESR Group Limited Annual Report 2024109STRATEGIC REPORTSFINANCIAL STATEMENTSCORPORATE GOVERNANCENotes:1.The PSUs granted will vest in favour of the relevant participants in three equal tranches over a period of three years commencing from 1 April 2023 based on fulfilment of relevant performance conditions over a two year period commencing from 1 January 2021 to 31 December 2022 (both dates inclusive). As disclosed in the Company%u2019s annual general meeting circular dated 29 April 2022, the Company would seek to motivate and reward eligible participants in the Long Term Incentive Scheme for optimising their performance in areas including, but not limited to, total shareholder returns, total assets under management and making contributions to the Group.2.In respect of the aggregate 1,250,000 RSUs granted to the relevant participants held at 31 December 2024, subject to the vesting conditions being met, 625,000 of the RSUs granted to Connected Grantees and 625,000 of the RSUs granted to Non-connected Grantees will vest in 2 equal tranches on 8 June of each of 2025 and 2026.3.Please refer to note 41 to the Consolidated Financial Statements for the fair value of awards at the date of grant and the accounting standard and policy adopted. No PSUs or RSUs were granted for the year ended 31 December 2024.4.The weighted average closing price of the shares immediately before the dates on which the awards vested is HK$11.11 per share.5.The purchase price for the shares underlying the PSUs/RSUs is nil.6.The PSUs granted will vest in favour of the relevant Participants in three equal tranches over a period of three years commencing from 1 April 2025 based on fulfillment of relevant performance conditions over a two-year period commencing from 1 January 2023 to 31 December 2024 (both dates inclusive).7.%u0009 TheRSUs(non-connectedgrantees)hadavestingscheduleoffiveequaltranchesontheDateofGrant,and31Decembereachof2023, 2024, 2025 and 2026.8.%u0009 Inrespectoftheaggregateof1,278,400RSUsgrantedtotherelevantparticipantsheldat31December2024,subjecttothevestingconditions being met:(i)320,262 of the RSUs granted to Connected Grantees and 883,138 of the RSUs granted to Non-connected Grantees will vest in threeequaltrancheson25Mayofeachof2025,2026and2027;and(ii)%u0009 75,000oftheRSUsgrantedtoNon-connectedGranteeswillvestintwoequaltrancheson8Juneofeach2025and2026.9.The 561,820 RSUs granted to the Connected Grantees held at 1 January 2024 will vest in four equal tranches on 20 July of each of 2024,2025,2026and2027.During the year ended 31 December 2024, there were no awards granted to (i) service provider in excess of 0.1% of the Company%u2019s issued Shares over the 12-month period ended 31 December 2024, or (ii) any participants in excess of the 1% individual limit.As at 1 January 2024 and 31 December 2024, the number of options and awards available for grant under the Scheme Mandate Limit was 218,283,931 and 218,283,931, respectively, and the number of options and awards availableforgrantundertheServiceProviderSublimitwas43,937,696and43,937,696,respectively.The number of Shares that may be issued in respect of options and awards granted under Post-IPO Share Option Scheme and Long Term Incentive Scheme of the Company divided by the weighted average number of ordinary Shares in issue (excluding treasury shares) for the year ended 31 December 2024 is 0.43%.For the options and awards (%u201cGrants%u201d) granted during the year ended 31 December 2024 with less than 12 months of vesting period, the Remuneration Committee considered it appropriate to award the Grants with vesting period of less than 12 months as those Grants would have been granted earlier but were granted in subsequent tranches for administrative or compliance reasons. Therefore, the Grants were awarded with a shorter vesting period with a view to putting the relevant Grantees in the same position as they would have been in had the Grants been made earlier.