Page 52 - TreasuryChinaTrust

Treasury China Trust Annual Report 2010 45

REPORT OF THE TRUSTEE-MANAGER

OF TREASURY CHINA TRUST

Directors’ independence

For the purposes of the Code of Corporate Governance 2005, Mr. Stuart Leckie, Mr. Jen Shek Voon and Mr. Wong Fong Fui are considered:

(a) independent from management and business relationships with the Trustee-Manager;

(b) independent from management and business relationships with the Trustee-Manager and from every substantial shareholder of the Trustee-Manager; and

(c) independent from every substantial shareholder of the Trustee-Manager.

Mr. Richard Barrett, Mr. Richard David, Mr. Rory Williams and Mr. Raymond Horney are not considered to be independent by virtue of their relationships with the Trustee-Manager.

Unit Options

No Units were issued during the financial period by virtue of the exercise of options to take up unissued units in the Trust.

Under the Jersey Scheme of Arrangement, shareholders in China Real Estate Opportunities Ltd (formerly known as China Real Estate Opportunities plc, “CREO”) voted to authorise the Board of the Trustee-Manager to grant options on equivalent terms over units (the “TCT Substitution Options”) pursuant to the TCT Unit Option Scheme to the directors of CREO and employees of companies within the Treasury Holdings Group who held options over CREO shares pursuant to grants under the CREO Share Scheme which were subsisting on the Listing Date of the Trust on 21 June 2010, and which were surrendered by such directors and employees, in consideration thereafter.

Details on the TCT Substitution Options granted to the directors of the Trustee-Manager, participants who are Controlling Unitholders and participants who have received five per cent or more of the total number of TCT Options available under the TCT Unit Option Scheme are as follows:

Name of Participant

Number of Units comprised in TCT Options granted during the financial period under review (including terms)

Aggregate number of Units comprised in TCT Options and TCT Substitution Options granted since commencement of the Scheme to the end of the financial period under review

Aggregate number of Units comprised in TCT Options and TCT Substitution Options exercised since commencement of the Scheme to the end of the financial period under review

Aggregate number of Units comprised in TCT Options and TCT Substitution Options outstanding as at the end of the financial period under review

Richard Barrett

(Chairman of the Trustee-Manager and Controlling Unitholder)

*2,675,000 (exercisable from 21/06/2010 to 24/04/2014 at S$0.34816 per option)

2,675,000 – 2,675,000

Raymond Horney

(Director of the Trustee-Manager)

*375,000 (exercisable from 21/06/2010 to 24/04/2014 at S$0.34816 per option) *200,000 (exercisable from 21/06/2010 to 04/06/2014 at S$3.096576 per option)

575,000 – 575,000

Stuart Leckie

(Director of the Trustee-Manager)

**200,000 (exercisable from 21/06/2010 to 04/06/2014 at S$3.096576 per option)

200,000 – 200,000

Rory Williams

(Director of the Trustee-Manager)

*375,000 (exercisable from 21/06/2010 to 24/04/2014 at S$0.34816 per option) *750,000 (exercisable from 21/06/2010 to 04/06/2014 at S$3.096576 per option)

1,125,000 – 1,125,000