09:26     USI (U SUCCESS)<00369> - Announcement (1)                           

    The Stock Exchange of Hong Kong Limited takes no responsibility for the   
    contents of this announcement, makes no representation as to its          
    accuracy or completeness and expressly disclaims any liability            
    whatsoever for any loss howsoever arising from or in reliance upon the    
    whole or any part of the contents of this announcement.                   
                                                                              
    USI HOLDINGS LIMITED                                                      
    (Incorporated in Bermuda with limited liability)                          
    Stock Code: 369                                                           
                                                                              
    PROPOSED ADOPTION OF NEW EMPLOYEE SHARE INCENTIVE SCHEME                  
                                                                              
                                                                              
    The Company proposes to adopt a new employee share incentive scheme for   
    the benefit of selected executive directors and employees of the Group.   
    The Scheme provides for the issue of Shares to those executive directors  
     and employees. Accordingly, it is a connected transaction under the      
    Listing Rules and is subject to approval by Independent Shareholders. A   
    circular containing further information on the Scheme (including a        
    letter from an independent financial adviser and a letter from the        
    independent board committee formed to consider the Scheme) will be        
    despatched to shareholders as soon as possible.                           
                                                                              
    THE SCHEME                                                                
                                                                              
    The Scheme is a long term incentive arrangement for selected employees    
    and executive directors of members of the Group. It complements the       
    Company's share option scheme, which was adopted in 2003. The purpose of  
     the Scheme is to recognise, motivate and provide incentives to those     
    who make contributions to the Group, to help the Group retain its         
    existing employees and recruit additional employees who will be valuable  
     to the Group and to provide existing and future employees with direct    
    economic interests in the long-term development and growth of the Group.  
                                                                              
                                                                              
    Subject to the terms of the Scheme, the Board shall be entitled at any    
    time within the period of 10 years after the date of adoption of the      
    Scheme to make offers of awards to such eligible employees as the Board   
    may in its absolute discretion select.                                    
                                                                              
    Under the Scheme, eligible employees who accept offers of awards under    
    the Scheme will have the right and obligation, subject to the terms of    
    the Scheme, to subscribe in cash for the Shares which are the subject of  
     the awards. The amount payable on subscription will be the nominal       
    value of the Shares (HK$0.50 per Share). The Company will provide to      
    eligible employees the funds required to subscribe for the Shares issued  
     under the Scheme. The Board will decide on the numbers of Shares which   
    are to be the subject of awards (subject to aggregate limits set out in   
    the rules of the Scheme), the vesting dates of awards and the validity    
    periods following vesting dates within which Shares are to be             
    subscribed. No offers of awards may be made more than 10 years after the  
     date of adoption of the Scheme. No vesting date may occur and no         
    validity period may end more than 10 years after the date on which the    
    relevant award is offered.                                                
                                                                              
    Under the Scheme, the total number of Shares which may be issued in       
    response to awards under the Scheme and any other incentive and option    
    schemes of the Company (excluding lapsed awards under the Scheme and      
    options) must not in aggregate exceed 10 per cent. of the Shares in       
    issue at the date of adoption of the Scheme (unless otherwise approved    
    by the shareholders of the Company in general meeting).                   
                                                                              
    The rules of the Scheme contain provisions dealing with the consequences  
     for awards of the termination of their holders' employment with the      
    Group and of the winding-up of, a scheme of arrangement involving and a   
    general offer for the shares of the Company.                              
                                                                              
    Shares issued under an award will rank pari passu with other Shares in    
    issue.                                                                    
                                                                              
    Holders of awards will not be entitled to any dividend or voting rights   
    in respect of the Shares which are the subject of the awards until the    
    Shares have been issued.                                                  
                                                                              
    The adoption of, and the issue of Shares under, the Scheme is             
    conditional upon its approval by Independent Shareholders in general      
    meeting and on The Stock Exchange of Hong Kong Limited granting listing   
    of and permission to deal in the Shares to be issued under the Scheme.    
    The Shares will not therefore be issued under the Company's general       
    mandate applicable at the relevant time.                                  
                                                                              
    The Directors believe that the terms of the Scheme are fair and           
    reasonable and in the interests of the shareholders as a whole.           
                                                                              
    A circular containing further information on the Scheme (including a