24 Share Capital

20142013
Number of
shares
US$'000Number of
shares
US$'000
Authorised3,600,000,000360,0003,600,000,000360,000
Issued and fully paid
At 1 January1,934,457,119193,2371,936,049,119193,605
Shares purchased by trustee of the SAS (a)(5,486,000)(3,483)(10,692,000)(6,514)
Shares granted to employees in the form of
     restricted share awards (a)
8,140,0004,21511,392,0006,584
Shares transferred back to trustee upon lapse of
     restricted share awards (a)
(3,845,000)(2,228)(2,292,000)(438)
Shares issued upon exercise of share options (b)400,00040--
At 31 December1,933,666,119191,7811,934,457,119193,237

The issued share capital of the Company as at 31 December 2014 was 1,936,977,119 shares (2013: 1,936,577,119 shares). The difference from the number of shares in the table above of 3,311,000 (2013: 2,120,000) represents shares held by the trustee in relation to restricted share awards, amounting to US$1,916,400 (2013: US$420,400) as a debit to share capital.

(a) Restricted share awards

Restricted share awards under the Company’s 2013 Share Award Scheme (“SAS”) and previous Long Term Incentive Scheme (“LTIS”) were granted to Executive Directors and certain employees. The SAS and LTIS under HKFRS is regarded as a special purpose entity of the Company.

On the grant of the restricted share awards, the relevant number of shares is legally transferred or issued to the trustee who holds the shares for the benefit of the grantees. A grantee shall not be entitled to vote, to receive dividends (except where the Board grants dividend rights to the grantee at the Board’s discretion) or to have any other rights of a shareholder in respect of the shares until vesting. If the shares lapse or are forfeited, they will be held by the trustee and can be utilised for future awards. Any dividends paid to the grantees in respect of those shares granted to them but prior to vesting are considered to be a cost of employment and charged directly to the income statement.

Movements of the number of unvested restricted share awards during the year are as follows:

000' shares20142013
At 1 January27,81025,616
Granted8,14011,392
Vested(8,565)(6,906)
Lapsed(3,845)(2,292)
At 31 December23,54027,810

During the year, a total of 8,140,000 (2013: 11,392,000) restricted share awards were granted to certain employees. The market prices of the restricted share awards on the grant date represented the fair values of those shares.

Report of the Directors

See History and Movement of Restricted Awards Granted

(a) Restricted share awards

The sources of the shares granted and their related movement between share capital and staff benefit reserve are as follows:

20142013
Sources of shares grantedNumber of
granted
shares awards
Related
movement
US$'000
Number of
granted
shares awards
Related
movement
US$'000
Shares purchased by the trustee of the SAS
     on the Stock Exchange funded by the Company
5,486,0003,48310,692,0006,514
Shares transferred from the trustee2,654,000732700,00070
8,140,0004,21511,392,0006,584

The vesting periods and grant dates of the unvested restricted share awards as at 31 December 2014 are as follows:

Number of
unvested share
awards
Vesting periods
Date of grant14 July 201514 July 201614 July 2017
1 June 20127,824,0007,824,000--
28 September 2012736,000736,000--
15 March 20138,320,000417,0007,903,000-
5 May 20145,793,000169,000171,0005,453,000
13 August 2014867,000178,000178,000511,000
23,540,0009,324,0008,252,0005,964,000
Accounting policy

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or share options are shown in equity as a deduction from the proceeds.

Where any group company purchases the Company’s equity share capital, the consideration paid, including any directly attributable incremental costs (net of income taxes), is deducted from equity until the shares are cancelled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received (net of any directly attributable incremental transaction costs and the related income tax) is included in equity.

(b) Share options

55,500,000 share options under the LTIS were granted to Executive Directors and certain employees on 14 July 2004 at an exercise price of HK$2.5 per share. They were fully vested on 14 July 2007 and expired on 14 July 2014. At 31 December 2013, all of the 400,000 outstanding share options were exercisable and were exercised in 2014. The related weighted average exercise prices of the Company’s shares at the time of exercise was HK$4.95 per share.

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