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正确答案：D

正确答案：
(b) Critical success factors are as follows:
Product quality
The fact that the production staff have no previous experience in a food production environment is likely to prove problematic.
It is vital that a comprehensive training programme is put in place at the earliest opportunity. HSC need to reach and maintain
the highest level of product quality as soon as possible.
Supply quality
The quality of delivery into SFG supermarkets assumes critical significance. Time literally will be of the essence since 90%
of all sandwiches are sold in SFG’s supermarkets before 2 pm each day. Hence supply chain management must be extremely
robust as there is very little scope for error.
Technical quality
Compliance with existing regulations regarding food production including all relevant factory health and safety requirements
is vital in order to establish and maintain the reputation of HSC as a supplier of quality products. The ability to store products
at the correct temperature is critical because sandwiches are produced for human consumption and in extreme circumstance
could cause fatalities.
External credibility
Accreditation by relevant trade associations/regulators will be essential if nationwide acceptance of HSC as a major producer
of sandwiches is to be established.
New product development
Whilst HSC have developed a range of healthy eating sandwiches it must be recognised that consumer tastes change and
that in the face of competition there will always be a need for a continuous focus on new product development.
Margin
Whilst HSC need to recognise all other critical success factors they should always be mindful that the need to obtain the
desired levels of gross and net margin remain of the utmost importance.
Notes: (i) Only five critical success factors were required.
(ii) Alternative relevant discussion and examples would be acceptable.

正确答案：
(ii) Exercising of share options
The share option is not part of an approved scheme, and will not therefore enjoy the benefits of such a scheme. There
are three events with tax consequences – grant, exercise and sale.
Grant. If shares or options over shares are sold or granted at less than market value, an income tax charge can arise on
the difference between the price paid and the market value. [Weight v Salmon]. In addition, if options can be exercised
more than 10 years after the date of the grant, an employment income charge can arise. This is based on the market
value at the date of grant less the grant and exercise priced.
In Henry’s case, the options were issued with an exercise price equal to the then market value, and cannot be exercised
more than 10 years from the grant. No income tax charge therefore arises on grant.
Exercise. On exercise, the individual pays the agreed amount in return for a number of shares in the company. The price
paid is compared with the open market value at that time, and if less, the difference is charged to income tax. National
insurance also applies, and the company has to pay Class 1 NIC. If the company and shareholder agree, the national
insurance can be passed onto the individual, and the liability becomes a deductible expense in calculating the income
tax charge.
In Henry’s case on exercise, the difference between market value (￡14) and the price paid (￡1) per share will be taxed
as income. Therefore, ￡130,000 (10,000 x (￡14 – ￡1)) will be taxed as income. In addition, national insurance will
be chargeable on the company at 12·8% (￡16,640) and on Henry at the rate of 1% (￡1,300).
Sale. The base cost of the shares is taken to be the market value at the time of exercise. On the sale of the shares, any
gain or loss arising falls under the capital gains tax rules, and CGT will be payable on any gain. Business asset taper
relief will be available as the company is an unquoted trading company, but the relief will only run from the time that
the share options are exercised – i.e. from the time when the shares were acquired.
In Henry’s case, the sale of the shares will immediately follow the exercise of the option (6 days later). The sale proceeds
and the market value at the time of exercise are likely to be similar; thus little to no gain is likely to arise.