中国文旅农业(00542) - 2025 - 年度业绩

Announcement Overview This section provides an overview of the supplemental announcement for the 2024 annual report, focusing on the new share option scheme Purpose of Supplemental Announcement This announcement aims to provide supplementary information for the annual report of China Cultural Tourism Agriculture Group Co., Ltd. for the year ended December 31, 2024, particularly regarding the details of the new share option scheme - This announcement supplements the company's 2024 annual report, primarily detailing the new share option scheme[2] Details of New Share Option Scheme This section outlines the specifics of the new share option scheme, including participant eligibility, authorization limits, and grant conditions Eligible Participants of the Scheme Eligible participants for the new share option scheme include employees (including executive directors, excluding non-executive and independent non-executive directors) and non-executive directors (including independent non-executive directors) of the Company, its subsidiaries, or group-held entities, with all grants subject to new requirements under Chapter 17 of the Listing Rules effective January 1, 2023 - Eligible participants include employees (including executive directors) and non-executive directors (including independent non-executive directors) of the Company, its subsidiaries, and group-held entities[2] - Share option grants must comply with the new requirements under Chapter 17 of the Listing Rules effective January 1, 2023[2] Scheme Authorization Limit and Share Issuance The total number of ordinary shares issuable under the new share option scheme is 694,635,004 shares, representing approximately 9.04% of issued shares as of the annual report date, with no sub-limit for service providers New Share Option Scheme Authorization Limit | Metric | Value | | :--- | :--- | | Total ordinary shares issuable (2024) | 694,635,004 Shares | | Percentage of issued shares as of annual report date | Approximately 9.04% | - The scheme does not set a sub-limit for service providers[3] Share Option Grant Conditions and Consideration Share option grantees are required to pay HKD 1.00 as consideration, with shareholder approval needed if total shares issued from option exercise exceed 1% of issued shares within 12 months, requiring related parties to abstain from voting - Grantees are required to pay HKD 1.00 as consideration for the granted share options[5] - If the total number of shares issued from exercising share options within 12 months exceeds 1% of the then-issued shares, approval from a general meeting of shareholders is required, and relevant participants and their associates must abstain from voting[4] Board Information This section provides details on the announcement's signatory and the current composition of the Board of Directors Announcement Signature and Board Composition This announcement is signed by Mr. Yang Lijun, Chairman, on behalf of the Board, and lists the Board members as of the announcement date, including executive, non-executive, and independent non-executive directors - The announcement is signed by Mr. Yang Lijun, Chairman, on behalf of the Board[6] Board Member Composition (As of August 15, 2025) | Position | Name | | :--- | :--- | | Chairman and Executive Director | Mr. Yang Lijun | | Executive Director | Mr. Tam Ka Wai | | Non-executive Director | Mr. Wong Yuk Lun | | Independent Non-executive Director | Ms. Chan Hoi Ning | | Independent Non-executive Director | Ms. Tsui Wai Ting | | Independent Non-executive Director | Mr. Tsang Ho Pong | Disclaimer This section presents the disclaimer from Hong Kong Exchanges and Clearing Limited regarding the announcement's content and any reliance thereon HKEX Disclaimer Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no statement as to its accuracy or completeness, and expressly disclaim any liability for losses arising from reliance on its contents - Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement and make no statement as to its accuracy or completeness[1] - Hong Kong Exchanges and Clearing Limited expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the contents of this announcement[1]